Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 10 contracts

Samples: Agreement and Plan of Reorganization (PDF Solutions Inc), Agreement and Plan of Reorganization (Printcafe Inc), Agreement and Plan of Reorganization (Hoovers Inc)

AutoNDA by SimpleDocs

Representations Complete. None of the representations or warranties made by Target or Bron herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. SECTION THREE

Appears in 3 contracts

Samples: Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp), Agreement and Plan of Merger (United Pan Am Financial Corp)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, or the Target SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.statements

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cardiometrics Inc), Agreement and Plan of Reorganization (Endosonics Corp), Agreement and Plan of Reorganization (Endosonics Corp)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or in any certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Capsule Communications Inc De), Agreement and Plan of Reorganization (Startec Global Communications Corp), Agreement and Plan of Reorganization (Covista Communications Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this AgreementAgreement or the Target SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Legato Systems Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc)

Representations Complete. None of the representations or ------------------------ warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not materially misleading.. SECTION THREE

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Data Critical Corp), Agreement and Plan of Merger (Data Critical Corp)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. SECTION THREE

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Euniverse Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleadingmisleading in any material respect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. SECTION THREE

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Paypal Inc), Agreement and Plan of Merger (Ellie Mae Inc)

Representations Complete. None of the The representations or and warranties made by Target herein in this Agreement or in any Schedule or Exhibit hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will Agreement do not contain at the Effective Time any untrue statement of a material fact, fact or omits or will omit at the Effective Time to state any material fact necessary in order to the make the statements representations and warranties contained herein or therein, in the light of the circumstances under which such representations and warranties were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Silicon Laboratories Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule or Exhibit hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains contain, or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Convio, Inc.), Agreement and Plan of Merger (Convio, Inc.)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule heretodocument referenced herein or in any schedule hereto or thereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Acquisition Agreement (Autobytel Inc), Acquisition Agreement (Autobytel Inc)

Representations Complete. None of the representations No statement, certificate, instrument or warranties made other writing furnished or to be furnished by Target herein pursuant to this Agreement or in any Schedule hereto, including the Target Disclosure ScheduleSchedules, or certificate any certificate, instrument or other writing furnished or to be furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, Agreement contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Amerilink Corp)

Representations Complete. None of the representations or warranties made by Target or the Principals herein or in any Schedule schedule hereto, including the Target Disclosure Schedule, or certificate or other document furnished by Target or the Principals pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ravisent Technologies Inc)

Representations Complete. None of the representations or warranties ------------------------ made by Target herein or in any Schedule hereto, including as modified by the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time Time, except as permitted or contemplated by this Agreement, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule or Exhibit hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, Agreement when all such documents are read together in their entirety, contains contain, or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Packeteer Inc)

Representations Complete. None of the representations or ------------------------ warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)

Representations Complete. None of the representations or warranties made by Target and the Shareholders herein or in any Schedule hereto, including the Target Disclosure Schedule, or the certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. SECTION THREE

Appears in 1 contract

Samples: Stock Purchase Agreement (Quaker Chemical Corp)

Representations Complete. None of the representations or ------------------------ warranties made by Target herein or in any Schedule Letter hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this Agreement, or the Target SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.any

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quintus Corp)

Representations Complete. None of the representations No representation or warranties warranty made by Target herein or in any Schedule heretoherein, including as modified by the Target Disclosure Schedule, or certificate Schedule furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sigmatel Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure ScheduleSchedules, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

Representations Complete. None of the representations or warranties ------------------------ made by Target herein or in any Schedule hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cacheflow Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule schedule hereto, including consisting of the Target Disclosure Schedule, or certificate and closing certificates furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Defined Term   Section (Ask Jeeves Inc)

AutoNDA by SimpleDocs

Representations Complete. None of the representations or warranties made by Target or any Seller herein or in any Schedule heretoschedule or exhibit hereto or thereto, including the Target Disclosure Schedule, or certificate furnished by or on behalf of Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Acquisition Agreement (Autobytel Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Micromuse Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule or Exhibit hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this AgreementAgreement in connection with the transactions contemplated hereby, when all such documents are read together in their entirety, contains contain, or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Active Network Inc)

Representations Complete. None To the knowledge of Target, none of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microtune Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Representations Complete. None of the representations or warranties ------------------------ made by Target herein or in any Schedule schedule hereto, including any section of the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fogdog Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.not

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc)

Representations Complete. None of the The representations or and warranties made by Target herein or in any Schedule or Exhibit hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this AgreementAgreement and any written statements furnished to Acquiror pursuant hereto or in connection with the transactions contemplated hereby, when all such documents are read together in their entiretyentirety (disregarding any statements therein to the extent they have been corrected or superseded by later statements therein), contains or do not contain, and will not contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Laboratories Inc)

Representations Complete. None of the representations or ------------------------ warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. SECTION THREE

Appears in 1 contract

Samples: Escrow Agreement (Netcentives Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule Letter hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this Agreement, or the Target SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.. ARTICLE III

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Representations Complete. None of the representations or warranties ------------------------ made by Target herein or in any Schedule hereto, including the Target Disclosure ScheduleLetter, or certificate furnished by Target pursuant to this AgreementAgreement or the Target SEC Documents, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Affiliates Agreement (Qualix Group Inc)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule or exhibit hereto, including the Target Disclosure Schedule, or no certificate furnished by Target pursuant to this Agreement, when all such documents are read together and no agreement, report, document or written statement furnished by Target to Acquiror pursuant hereto or by Target to Acquiror in their entiretyconnection with the transactions contemplated hereby, contains contain, or will contain at the Effective Time Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PROS Holdings, Inc.)

Representations Complete. None of the representations or warranties made by Target and Shareholders herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Multex Com Inc)

Representations Complete. None of the representations or warranties made by Target or the Signing Stockholders herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target or the Signing Stockholders pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Photo Control Corp)

Representations Complete. None of the representations or warranties made by Target herein or in any Schedule hereto, including the Target Disclosure Schedule, or certificate furnished by Target pursuant to this Agreement, when all such documents are read together in for their entirety, contains or will contain at the Effective Time any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ashford Com Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.