Common use of Material Disclosures Clause in Contracts

Material Disclosures. No representation, warranty, covenant or -------------------- agreement by Sylvan contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to any of the Companies in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All Schedules and Exhibits hereto and all copies of all writings furnished to the Companies hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by Sylvan herein and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date.

Material Disclosures. No representation, warranty, covenant or -------------------- agreement by Sylvan ABEV and Subsidiary contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to any of the Companies Selling Parties in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All Schedules and Exhibits hereto and all copies of all writings furnished to the Companies Selling Parties hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by Sylvan ABEV and Subsidiary herein and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date. There are no facts, conditions, or aspects relating to the past or present operations of ABEV and Subsidiary which are not set forth herein which would have a material adverse affect upon the operation of the Business.

Material Disclosures. No representation, warranty, covenant -------------------- or -------------------- agreement by Sylvan Buyer contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to any of the Companies in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All Schedules and Exhibits hereto and all copies of all writings furnished to the Companies hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by Sylvan Buyer herein and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date.

Material Disclosures. No representation, warranty, covenant or -------------------- agreement by Sylvan Purchaser contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to any of the Companies Sellers in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All Schedules and Exhibits hereto and all copies of all writings furnished to the Companies Sellers hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by Sylvan Purchaser herein and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date. There are no facts, conditions, or aspects relating to the past or present operations of Purchaser which are not set forth herein which would have a material adverse affect upon the operation of the Business.