Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by the Company in this Agreement nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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 misleading.

Representations Complete. None To the knowledge of the Company, none of the representations or warranties made by the Company in this Agreement nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, Agreement or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to the principal terms of this Agreement and the MergerMerger (to the extent that such documents were prepared by or include information provided by the Company), 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.

Representations Complete. None To the Company’s knowledge, none of the representations or warranties made by the Company (as modified by the Disclosure Schedule) in this Agreement nor or any statement Company Related Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Company or any of its Representatives pursuant to this AgreementAgreement or any Company Related Agreement contains, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, Agreement or (as such statement relates to the Company) furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger 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.

Representations Complete. None of the representations or ------------------------ warranties made herein by the Company in this Agreement (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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 misleading.

Representations Complete. None of the representations or ------------------------ warranties made herein by the Company in this Agreement (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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 misleading.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to this Agreement and the MergerMerger (including the Information Statement required under Section 5.1), 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 misleading.

Representations Complete. None Without limiting in any way any ------------------------ representations or warranties made by the Company or any Principal Shareholder, none of the representations or warranties made by the Company in this Agreement or any Principal Shareholder (as modified by the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company or any Principal Shareholder pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, contains or will contain at the Effective TimeClosing, any untrue statement of a material fact, fact or to their knowledge omits or will omit at the Effective Time Closing 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the MergerMerger (as contemplated by Section 5.1 hereof), 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.

Representations Complete. None of the representations or warranties ------------------------ made by the Company in this Agreement (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, Agreement or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Company Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholder in connection with soliciting their proxy or Shareholder's consent to this Agreement and the MergerAcquisition, contains or will contain at the Effective TimeClosing, any untrue statement of a material fact, or omits or will omit at the Effective Time Closing to state any material fact fact, necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company in this Agreement herein (as modified by any Disclosure Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered (to the stockholders of extent that such documents were prepared by or include information provided by the Company in connection with soliciting their proxy or consent to this Agreement and the MergerCompany), contains or will contain at contain, on and as of the Effective TimeClosing Date, any untrue statement of a material fact, or omits or will omit at omit, on and as of the Effective Time Closing Date, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Disclosure Letter), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement nor any statement made Shareholder herein or in any Schedule or certificate Exhibit hereto, including the Company Disclosure Schedule, or certificates furnished by the Company Shareholder pursuant to this AgreementAgreement as they relate to Company, the Shareholder or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, contains when all such documents are read together in their entirety, contain, 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 about Company or the Shareholder necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Disclosure Letter), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, Agreement or furnished by the Company in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger contains 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Disclosure Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Stockholders in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Disclosure Letter), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Stockholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Stockholders in connection with soliciting their proxy or consent to this Agreement and the MergerMerger other than information provided by Parent or Merger Sub, 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.. Founder hereby represents and warrants to Buyer as follows in Sections 2.30 through 2.33 inclusive:

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by Company Schedules), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Members in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Disclosure Letter), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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. The Company has delivered to Parent true, correct and complete copies of all documents, including all amendments, supplements and modifications thereof or waivers currently in effect thereunder, described in the Company Disclosure Letter.

Representations Complete. None of the representations or ------------------------ warranties made by the Company in this Agreement (as modified by the Disclosure Letter), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders for use in connection with soliciting their proxy or consent to this Agreement and the Merger, Merger 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.

Representations Complete. None of the representations or warranties ------------------------ made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Disclosure Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company Shareholders in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.

Representations Complete. None of the representations or warranties made by the Company in this Agreement (as modified by the Company Schedules), nor any statement made in any Schedule schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders shareholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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.. -27- ARTICLE III

Representations Complete. None of the representations or warranties ------------------------ made by the Company in this Agreement (as modified by the Company Schedule), nor any statement made in any Schedule or certificate furnished by the Company pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders members of the Company in connection with soliciting their proxy or consent to this Agreement and the Merger, 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 misleading.

Representations Complete. None of the representations or warranties made by Company or the Company Shareholders in this Agreement (including the Exhibits and the Schedules hereto), nor any statement made in any Schedule or certificate Exhibit furnished or to be furnished by the or on behalf of either Company or any Shareholder pursuant to this Agreement, hereto or furnished in thereto or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their proxy or consent to this Agreement and the Mergertransactions contemplated hereby, contained, contains or will contain at on the Effective Time, date delivered any untrue statement of a material fact, or omitted, omits or will omit at the Effective Time on such date to state any material fact necessary in order to make the statements contained herein or thereinmade, in the light of the circumstances under which made, not misleading.