Common use of Full Disclosure Clause in Contracts

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company Investor in this Agreement and no certificate or document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. Except as set forth or referred to in this Agreement, Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any equity securities of the Company.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Purchasers pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by of the Company contained in this Agreement, and none of the statements or information concerning the Company contained in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement Schedules, contains or will contain any untrue statement of a material factfact nor will such representations, warranties, covenants or omits or will statements taken as a whole omit to state a material fact required to be stated therein or necessary in order to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading.

Full Disclosure. No representation representation, warranty, schedule or warranty made by certificate of the Company in this Agreement and no certificate made or document furnished or to be furnished to the Investor delivered pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein absence of which makes such representation, warranty or therein not other statement misleading.

Full Disclosure. No representation or warranty or other statement made by the Company in this Agreement and no certificate or document furnished or to be furnished to in connection with the Investor pursuant to this Agreement contemplated transactions contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein representations and warranties set forth herein, in light of the circumstances in which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by of the Company made in this Agreement and no certificate the Investor’s Rights Agreement, including any schedules or document furnished exhibits hereto or to be furnished to the Investor pursuant to this Agreement thereto, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or in any exhibit or document furnished or to be furnished to the Investor delivered pursuant to this Agreement hereto contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained any statement herein or therein not misleadingmaterial misleading or necessary to a complete and correct presentation of all material aspects of the business of the Company which would materially adversely affect the business of the Company and the transactions contemplated hereby.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by of the Shareholders contained in this Agreement, and none of the statements or information concerning the Company contained in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement Schedules, contains or will contain as of the date hereof and as of the Closing Date any untrue statement of a material factfact nor will such representations, warranties, covenants or omits or will statements taken as a whole omit to state a material fact required to be stated therein or necessary in order to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company or the Shareholder in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or document instrument furnished or to be furnished to pursuant hereto or in connection with the Investor pursuant to negotiation, execution or performance of this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material any fact necessary to make the statements contained any statement herein or therein not misleadingmaterially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of the Company.

Full Disclosure. No representation or warranty made by the Company such Investor in this Agreement and no certificate or document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. Except as set forth or referred to in this Agreement, Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any equity securities of the Company.

Full Disclosure. No representation or warranty or other statement made by the Company Seller in this Agreement and no certificate or document furnished or to be furnished to otherwise in connection with the Investor pursuant to this Agreement transactions contemplated herein contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make any of them, in light of the statements contained herein or therein circumstances in which it was made, not misleading.

Full Disclosure. No representation or warranty made by the Company WIDEPOINT in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by of the Company contained in this Agreement, and none of the statements or information concerning the Company or any of its Subsidiaries contained in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement Schedules, when taken together as a whole, contains or will contain any untrue statement of a material factfact nor will such representations, warranties, covenants or omits or will statements taken as a whole omit to state a material fact required to be stated therein or necessary in order to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished Agreement, nor in any Document delivered or to be furnished to the Investor pursuant to delivered in connection with this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Note Purchasers which could reasonably be expected to have a Material Adverse Effect.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Company Disclosure Schedule or any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate statement of Shareholders or document furnished the Company contained in any certificate, Exhibit, the Company Disclosure Schedule or to be other writing furnished to Purchaser by Shareholders or the Investor Company pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by of the Company or any Stockholder in this Agreement and no Agreement, nor any statement or certificate or document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation representation, warranty, schedule or warranty made by certificate --------------- of the Company in this Agreement and no certificate made or document furnished or to be furnished to the Investor delivered pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein absence of which makes such representation, warranty or therein not other statement misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor Investors pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement by the Company contained in any exhibit, disclosure schedule, or certificate or document furnished or to be furnished to the Investor pursuant to contemplated by this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary necessary, in light of the circumstances under which it was made, in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement any other Transaction Document contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation representation, warranty, covenant, agreement or warranty made by the Company indemnity of Shareholder contained in this Agreement and no or in any other document, instrument, agreement, paper or other written statement or certificate or document furnished or to be furnished to the Investor delivered by Shareholder pursuant to this Agreement Agreement, or in connection with the transactions contemplated herein, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or any certificate or other document furnished or to be furnished to the Investor Subscriber pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by of the Company Shareholders contained in this Agreement, and none of the statements or information concerning the Company or the Subsidiaries contained in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement Schedules, contains or will contain as of the date hereof and as of the Closing Date any untrue statement of a material factfact nor will such representations, warranties, covenants or omits or will statements taken as a whole omit to state a material fact required to be stated therein or necessary in order to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading, subject to any limitation, qualification or caveat expressly contained in such statement.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate statement contained in any document (including, without limitation, the Disclosure Schedule), certificate, or document furnished or other writing specifically identified in this Agreement to be furnished by the Company to Parent or Purchaser or any of its Representatives pursuant to the Investor pursuant to this Agreement provisions hereof or in connection with the Transactions, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary necessary, in light of the circumstances under which it was made, in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company or the Company Subsidiaries in this Agreement and no statement contained in the disclosure schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any material untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleadingmisleading in any material respect.

Full Disclosure. No representation or warranty made by the Company Investor in this Agreement and no certificate or document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleadingmisleading subject to any limitation, qualification or caveat expressly contained in such statement. Except as set forth or referred to in this Agreement, Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any equity securities of the Company.

Full Disclosure. No representation or warranty made by the Company Holder in this Agreement and no or any certificate or other document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company or the Shareholder in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor 4Front pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty or other statement made by the Company in this Agreement and no certificate in connection with the Merger or document furnished or to be furnished to the Investor pursuant to this Agreement transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make any of them, in light of the statements contained herein or therein circumstances in which it was made, not misleading.

Full Disclosure. No representation or warranty made by the Company contained in this Agreement and no certificate statement contained in any schedule, certificate, list, summary or other disclosure document furnished provided or to be furnished provided to the Investor Shareholders pursuant to this Agreement hereto or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact which is necessary in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by of the Company or the Stockholder in this Agreement and no Agreement, nor any statement or certificate or document furnished or to be furnished to the Investor Parent pursuant to this Agreement Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation None of the foregoing representations and warranties and no document furnished by or warranty made by on behalf of the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to Agent in connection with the negotiation of the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make any such statement or representation not misleading as to the statements contained herein or therein not misleadingbusiness, the Company and its properties, businesses and affairs.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Holdings or any of its Representatives pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. (a) No representation or warranty made by of the Company in this Agreement and no Agreement, nor any statement or certificate or document furnished or to be furnished by the Company to the Investor pursuant to this Agreement Agreement, or in connection with the transactions contemplated thereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement or the other Transaction Documents and no statement contained in the Company Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor pursuant to Purchaser under this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation None of the foregoing representations and warranties and no documents furnished by or warranty made on behalf of either Company or any of the Shareholders to the Purchaser in connection with the negotiation of the transactions contemplated by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will knowingly contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained herein any such statement or therein representation not misleading.

Full Disclosure. No representation representations or warranty made by warranties in relation to the Company contained in this Agreement and no Agreement, nor any document, exhibit, statement, certificate or document schedule furnished or to be furnished to Buyer or its Affiliates pursuant hereto, or in connection with the Investor pursuant to this Agreement contains or will contain Merger, intentionally contained any untrue statement of a material fact, or intentionally omits or will omit to state a any material fact necessary to make the statements or facts contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or any certificate or other document furnished or to be furnished to the Investor Holder pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or in any certificate or document furnished or to be furnished by or on behalf of the Company to the Investor Parent or Merger Sub pursuant to this Agreement the provisions hereof, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary necessary, in light of the circumstances under which it was made and as of the date so made, in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or knowingly omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company and the Principal Stockholders in this Agreement and no statement contained in any schedule or certificate or document furnished or to be furnished by the Company to Parent, or any of its representatives pursuant to the Investor pursuant to this Agreement provisions hereof, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company Purchaser in this Agreement and no or any certificate or other document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company and any Subsidiary in this Agreement and no Agreement, any other Transaction Document or any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement or any other Transaction Document contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Holding Company in this Agreement and no certificate statement contained in the Disclosure Schedule or document furnished or in the Holding Company’s Closing Certificate to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in any certificate or other document furnished or to be furnished to the Investor any other Party pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make such statement or statements, in light of the statements contained herein or therein circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.. SECURITIES PURCHASE AGREEMENT BETWEEN ACHIEVERS MAGAZINE INC. AND XINGGUANG INVESTMENT CORPORATION LIMITED PAGE 13

Full Disclosure. No representation or warranty made by Seller or the Company --------------- Shareholder in this Agreement and no certificate documentation or document certification furnished or to be furnished to either or both of the Investor Acquiring Companies pursuant to this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation representation, warranty or warranty made by statement of the --------------- Company set forth in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement in any other Company Document contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements contained herein such representation, warranty or therein statement not misleading.

Full Disclosure. No representation representation, warranty, covenant or warranty agreement made by the Company or the Sellers in this Agreement and no certificate or in any statement or document furnished or to be furnished delivered to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue false or misleading statement of a material fact, or omits or will omit to state a any material fact required to be stated therein or necessary in order to make the statements contained herein or therein not false or misleading.

Full Disclosure. No representation or warranty made by the Company Companies in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Companies pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by of the Company Shareholders in this Agreement and no statement contained in any written financial or operating data or certificate or document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company company in this Agreement and no certificate or document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the SEC Reports or any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Schedules or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or in any certificate or document furnished or to be furnished by Company to the Investor Parent or Merger Sub pursuant to this Agreement the provisions hereof, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any 26 material fact necessary necessary, in light of the circumstances under which it was made and as of the date so made, in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company Investor in this Agreement and no certificate or document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. Except as set forth or referred to in this Agreement, the Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any securities of the Company.

Full Disclosure. No representation or warranty made by the Company Bank in the Agreement or a Schedule to this Agreement Agreement, and no certificate or document certification furnished or to be furnished to the Investor Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material factfact or omits, or omits or will omit omit, to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the ---------------- Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company of either Flotec or Deep Down in this Agreement and no Agreement, nor any statement or certificate or document furnished or to be furnished to the Investor Company or Holdings pursuant to this Agreement Agreement, or in connection with the Transactions, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules or any certificate or other document furnished or to be furnished to the Investor Acquirer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by Shareholders or the Company Companies in this Agreement and no statement contained in any certificate or other document furnished or to be furnished to the Investor Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company Head or Crews in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company or Seller in this Agreement and no Agreement, nor any document, exhibit, statement, certificate or document furnished or to be furnished schedule attached to the Investor pursuant Agreement or delivered by the Company or Seller at the Closing to this Agreement Purchaser in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements statement contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by Seller or the Company in this Agreement and no certificate or document in any certificate, document, or other instrument furnished or to be furnished to by Seller or the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary that is required to make the statements contained any statement made herein or therein not misleading.

Full Disclosure. No representation or warranty or other statement made by the Company Corporation or any Vendor in this Agreement and no certificate or document furnished or to be furnished to otherwise in connection with the Investor pursuant to transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein in this Agreement or therein therein, in light of the circumstances in which they were made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.. COMMON STOCK PURCHASE AGREEMENT BETWEEN MB SOFTWARE CORPORATION AND T SQUARED INVESTMENTS LLC PAGE 13 OF 30

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor Investors pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.. EXHIBIT 1.01.1 --------------

Full Disclosure. No representation or warranty made by the Company in this Agreement or any of the other Definitive Agreements and no certificate or document furnished or to be furnished to statement contained in the Investor pursuant Disclosure Schedules to this Agreement Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Sellers or the Company contained in this Agreement, and no statement contained in any agreement, schedule or certificate delivered through and including the Closing Date by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor Buyer pursuant to this Agreement the provisions hereof, contains or will contain at the time delivered, any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary necessary, in light of the circumstances under which it was made, to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading. There is no fact that the Company has not disclosed to the Buyer and its counsel in writing and of which the Company (or any of them) is aware that is material to the Business or any of the Purchased Assets.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in any document (including, without limitation, the Financial Statements and the Company Disclosure Letter), certificate or document other writing furnished or to be furnished by the Company to Parent or any of its representatives pursuant to the Investor pursuant to this Agreement provisions hereof contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary necessary, in light of the circumstances under which it was made, in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished or to be furnished to the Investor Investors pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, taken as a whole and in the light of the circumstances under which they were made herein or therein, not misleading.

Full Disclosure. No representation or warranty made by the Company Investor in this Agreement and no certificate or document furnished or to be furnished to the Investor Company pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by of the Company contained in this Agreement (as qualified by the Disclosure Schedule), and no certificate or document furnished or to be furnished to the Investor pursuant to this Agreement Stockholders at the Closing as required hereunder, contains or will contain any untrue statement of a material factfact or, or to the Company's Knowledge, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleadingmisleading in light of the circumstances under which they were made.

Full Disclosure. No representation or warranty made by the Company or Seller in this Agreement and no certificate or in any exhibit or document furnished or to be furnished to the Investor delivered pursuant to this Agreement hereto contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements contained any statement herein or therein not misleadingmaterial misleading or necessary to a complete and correct presentation of all material aspects of the business of the Company which would materially adversely affect the business of the Company and the transactions contemplated hereby.

Full Disclosure. No representation or warranty made by of the Company made in this Agreement and no certificate the Investor's Rights Agreement, including any schedules or document furnished exhibits hereto or to be furnished to the Investor pursuant to this Agreement thereto, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished furnished, or to be furnished furnished, to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no certificate or document furnished Agreement, nor in any Document delivered or to be furnished to the Investor pursuant to delivered in connection with this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Lenders which could reasonably be expected to have a Material Adverse Effect.

Full Disclosure. No representation or warranty made by such Shareholder in the Company in Agreement or a Schedule to this Agreement Agreement, and no certificate or document certification furnished or to be furnished to the Investor Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material factfact or omits, or omits or will omit omit, to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty of the Company contained in this Agreement, in any of the Transaction Documents and no written statement made by or on behalf of the Company in this Agreement and no certificate to Parent or document furnished or to be furnished to the Investor any of its Affiliates pursuant to this Agreement or any of the Transaction Documents contains or will contain any an untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or in any certificate or document furnished or to be furnished by Company to the Investor Parent or Merger Sub pursuant to this Agreement the provisions hereof, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary necessary, in light of the circumstances under which it was made and as of the date so made, in order to make the statements contained herein or therein not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company contained in this Agreement and Agreement, no statement contained in any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement Agreement, and no statement contained in any other certificate or document, including the Financial Statements, furnished to Buyer by the Company prior to the Closing Date contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no statement contained in the Disclosure Schedule to this Agreement or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation representation, warranty, schedule or warranty made by certificate of the Company in this Agreement and no certificate made or document furnished or to be furnished to the Investor delivered pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein absence of which makes such representation, warranty or therein not other statement misleading, where such misstatement or omission would result in a Material Adverse Effect.

Full Disclosure. No To the Company’s Knowledge, no representation or warranty made by the Company Sellers in this Agreement and no statement contained in the Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company or the Shareholders in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Investor USN pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading.

Full Disclosure. No representation or warranty made by the Company in this Agreement and no or any certificate or other document furnished or to be furnished to the Investor pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances in which they are made, not misleading. To the Knowledge of the Company, there is no event or circumstance that the Company has not disclosed to Investor which could reasonably be expected to have a Material Adverse Effect.