Material Facts. Summit represents and warrants to Roth that at the time the Registration Statement is declared effectivx xxd, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Summit (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date, include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to the Registration Statement have been filed. Summit further represents and warrants that any further filing, report, document, release or communication which in any way refers to Roth or to the services to be performed by Roth pursuant to this Agrexxxxt will not contain any untrue or misleaxxxx statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Summit further warrants and represents that:
Material Facts. Neither this Agreement nor any other Loan Document nor any other agreement, document, certificate, or statement furnished to Lender by or on behalf of Borrower in connection with the transactions contemplated by this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained in this Agreement or other Loan Document not misleading. There is no fact known to Borrower that adversely affects or in the future may adversely affect the business, operations, affairs or financial condition of Borrower, or any of its properties or assets.
Material Facts. None of this Agreement, the Schedules hereto and furnished contemporaneously herewith, or any other agreement, document, certificate or written statement furnished or to be furnished to the Investors through the Closing by or on behalf of the Company in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein in light of the circumstances in which they were made not misleading. To the best of the Company’s knowledge, there is no fact known by the Company which has not been disclosed herein or otherwise by the Company to the Investors and which may materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in a similar industry the same.
Material Facts. No statement made by the insured or a person insured at the time of application for the contract may be used in defense of a claim under or to avoid the contract unless it is contained in the application or any other written statements or answers furnished as evidence of insurability.
Material Facts. 6.1 The Principal acknowledges that pursuant to the Property, Stock and Business Agents Xxx 0000, the Licensee is required to disclose all “material facts” relating to the property to any prospective or actual purchaser. A “material fact” is a fact that would be important to a reasonable person in deciding whether or not to proceed with a particular transaction or a matter prescribed by the Act.