Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by the Company in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

Appears in 5 contracts

Sources: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC), Common Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, in the Company Disclosure Letter or any statement made in any Schedule or certificate furnished by the Company pursuant to this 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 Order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 4 contracts

Sources: Merger Agreement (3 D Systems Corp), Merger Agreement (3 D Systems Corp), Merger Agreement (DTM Corp /Tx/)

Representations Complete. None of the representations or warranties made by the Company (as modified by the Disclosure Schedule) in this Agreement Agreement, and none of the statements made in any schedule or certificate furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 4 contracts

Sources: Agreement and Plan of Reorganization (Mediscience Technology Corp), Agreement and Plan of Reorganization (Taleo Corp), Agreement of Merger and Plan of Reorganization (Inferx Corp)

Representations Complete. None of the representations or warranties ------------------------ made by the Company in this Agreement or any other Transaction Document nor any statement made in any schedule or certificate furnished by the Company in connection herewith or therewith contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained hereinherein or therein not misleading, in the light of the circumstances under which they were are made, not misleading.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Artesyn Technologies Inc), Securities Purchase Agreement (Artesyn Technologies Inc), Securities Purchase Agreement (Finestar International LTD)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made in any Company Schedule or any certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Sources: Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc), Stock Purchase Agreement (Descartes Systems Group Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Company pursuant to this Agreement or any Related Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Sources: Recapitalization and Exchange Agreement, Stock Purchase Agreement (PTC Inc.), Recapitalization and Exchange Agreement (Installed Building Products, Inc.)

Representations Complete. None of the representations or warranties made by the Company in this Agreement contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Common Stock Purchase Agreement (TechCare Corp.), Common Stock Purchase Agreement (TechCare Corp.)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this Agreement contains 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 hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Merger Agreement (Capnia, Inc.), Merger Agreement (Avocent Corp)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, any Related Agreement or any Related Certificate, nor any statement made in the Disclosure Schedule or any certificate furnished by the Company pursuant to this Agreement or any Related Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Ixys Corp /De/)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Merger Agreement (Citrix Systems Inc), Merger Agreement (Citrix Systems Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Merger Agreement (Harris Stratex Networks, Inc.), Merger Agreement (Smith Micro Software Inc)

Representations Complete. None of the representations or warranties made by the Company Sellers in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC)

Representations Complete. None of the representations or warranties made by the Company in this Agreement Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Taleo Corp)

Representations Complete. None of the representations or and warranties ------------------------ made by the Company nor any statement made in any Exhibit, Schedule or certificate furnished pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, or omits omit to state any material fact required to be stated therein, or necessary in order to make the statements contained hereinmade, in the light of the circumstances under which they were made, made not misleading.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement (Sohu Com Inc)

Representations Complete. None of the representations or warranties made by the Company contained in this Agreement Agreement, any Exhibit or Schedule attached hereto or any officer's certificate delivered pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, herein or therein not misleading.

Appears in 2 contracts

Sources: Merger Agreement (C&d Technologies Inc), Merger Agreement (Collegiate Funding Services Inc)

Representations Complete. None of the representations or warranties made by the Company Purchaser in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC)

Representations Complete. None of the representations or warranties made by the Company of Seller in this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Asset Purchase Agreement (Acology Inc.)

Representations Complete. None Neither any of the representations or warranties made by the Company in this Agreement, nor any statements made in any, exhibit, schedule or certificate furnished by the Company pursuant to this Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Mercury Interactive Corporation)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any other Transaction Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Entrust Inc)

Representations Complete. None of the representations or warranties made by the Company or the Founders in this Agreement Agreement, nor any statement made in the Disclosure Schedule or any certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Adventrx Pharmaceuticals Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement contains or the Related Agreements, and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this Agreement contains, or will contain at the Closing, any untrue statement of a material fact, or omits or will omit at the Closing to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Asset Purchase Agreement (Teknowledge Corp)

Representations Complete. None of the representations or warranties made by by, or with respect to, the Company in this Agreement contains Agreement, and none of the statements made by, or with respect to, the Company in any exhibit or schedule contain, or will contain at the Closing, any untrue statement of a material factfact or omit, or omits will omit at the Closing, to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they such statements were made, not misleading.

Appears in 1 contract

Sources: Share Purchase Agreement (Naqi Logix Inc.)

Representations Complete. None of the representations or warranties of the Company in this Agreement or any statement made in any Schedule or certificate furnished by the Company in as of the Closing pursuant to this Agreement contains any untrue statement of a material fact, or omits to state any material fact reasonably necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Share Purchase Agreement (Marrone Bio Innovations Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Company pursuant to this Agreement, when taken together, (i) contains any untrue statement of a material fact, or (ii) omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Livongo Health, Inc.)

Representations Complete. None of the representations or warranties nor any statement made by the Company Shareholders in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Share Exchange Agreement (Gateway International Holdings Inc)

Representations Complete. None of the representations or warranties made by the Company (as modified by the Disclosure Letter) in this Agreement Agreement, and none of the statements made in any exhibit, schedule or certificate executed and delivered by the Company pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Fossil Group, Inc.)

Representations Complete. None of the representations or warranties made by the Company in this Agreement Agreement, nor any statement made in the Company Disclosure Letter or any certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Shutterfly Inc)

Representations Complete. None of the representations or warranties made by the Company (as modified by the Schedule of Exceptions) in this Agreement contains any untrue statement of a material fact, or to the Knowledge of the Company omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Vistaprint N.V.)

Representations Complete. None of the representations or warranties made by the Company in this Agreement Agreement, nor any statement made in any Company Schedule or certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Stock Purchase Agreement (Red Hat Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Company pursuant to this Agreement or any Transaction Document, contains or will contain at the Closing any untrue statement of a material fact, or omits or will omit at the Closing to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Securities Purchase Agreement (Bio Key International Inc)

Representations Complete. None of the representations No representation or warranties warranty made by the Company in this Agreement contains any untrue statement of a material fact, fact or omits to state any a material fact that is necessary in order to make the statements contained hereinrepresentation or warranty made, in the light of the circumstances under which they were it was made, not misleadingfalse or misleading in any material respect.

Appears in 1 contract

Sources: Securities Purchase Agreement (Dyntek Inc)

Representations Complete. None of the representations or warranties made by the of Company in this Agreement contains contains, as of the Closing pursuant to this Agreement contain, any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Asset Purchase Agreement (Acology Inc.)

Representations Complete. None of the representations or warranties made by the Company, nor any statement made in any Schedule or certificate furnished by the Company in pursuant to this Agreement contains any untrue statement of a material fact, fact or to their knowledge omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Stock Acquisition and Exchange Agreement (Pinnacle Systems Inc)

Representations Complete. None of the representations or warranties made by the Company (as modified by the Disclosure Letter) in this Agreement Agreement, and none of the statements made in any schedule or certificate furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Acquisition Agreement (Taleo Corp)

Representations Complete. None of the representations or warranties made by the Company in this Agreement (except as modified by the Memorandum) and none of the statements made by the Company in the Memorandum contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Subscription Agreement (Insite Vision Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement Agreement, nor any statement made by the Company in the Disclosure Schedules or any certificate furnished by the Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order required by such representations or warranties to make the statements contained herein, in the light of the circumstances under which they were made, not misleadingbe disclosed.

Appears in 1 contract

Sources: Stock Purchase Agreement (Coeur Mining, Inc.)

Representations Complete. None of the representations No representation or warranties warranty made by the Company Sellers in this Agreement contains any untrue statement of a material fact, fact or omits to state any a material fact necessary in order to make the statements contained herein, in the light of the circumstances under in which they were it was made, not misleading.

Appears in 1 contract

Sources: Asset Purchase Agreement (Fortress Group Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made in the Company Schedule or any certificate furnished by the Company pursuant to this Agreement, when taken together, (i) contains any untrue statement of a material fact, or (ii) omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Citrix Systems Inc)

Representations Complete. None of the representations or warranties made by the Company Seller or Principals in this Agreement or in any agreement, schedule or document referenced herein, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.. ​

Appears in 1 contract

Sources: Asset Purchase Agreement (Assure Holdings Corp.)

Representations Complete. None of the representations No representation or warranties warranty made by the Company contained in this Agreement, and no statement contained in the Company Disclosure Schedule or in any certificate furnished to Parent or Sub pursuant to any provision of this Agreement (subject to the applicable Knowledge qualifications) contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Versata Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement contains contains, or will contain at the Effective Time, any untrue statement of a material fact, or omits nor omits, nor will it omit at the Effective Time, to state any material fact necessary in order to make the statements contained hereinherein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Sources: Merger Agreement (Adept Technology Inc)