Disclosure by Seller. No representation or warranty made by Seller in this Agreement and no statement made in any certificate to be delivered at the Closing, Exhibit or Schedule furnished or to be furnished in connection with the transactions herein contemplated contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make such representation or warranty or any such statement not misleading to a prospective purchaser of assets of Seller who is seeking full information with respect to Seller and the Business.
Disclosure by Seller. None of the information supplied or to be supplied by or on behalf of Seller for inclusion or incorporation by reference in the Hearing Documents or the Resale Registration Statement (each as defined in Section 7.15) will, at the time the Hearing Documents are filed with the California Commissioner of Corporations or at the time of the Fairness Hearing (or at the time the Resale Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, if applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of Seller for inclusion or incorporation by reference in the Proxy Statement to be filed with the SEC, will, at the time the Proxy Statement is mailed to the stockholders of Seller, at the time of the Seller Stockholders' Meeting or as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Parent or Buyer for inclusion or incorporation by reference in the Proxy Statement.
Disclosure by Seller. Set forth on Schedule 2.24 is a description of -------------------- any of the following events:
Disclosure by Seller. 40 -ii- TABLE OF CONTENTS (continued)
Disclosure by Seller. No representation or -------------------- warranty made by such Seller in this Agreement or in any certificate furnished by such Seller to the Buyer in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements not misleading in light of the circumstances under which they were made. There is no fact known to such Seller which materially adversely affects, or in the future may (so far as can be reasonably foreseen) materially adversely affect, the financial condition, business, assets, results of operations, properties, or prospects of the Company which has not been set forth in this Agreement or the schedules hereto.
Disclosure by Seller. No representation or -------------------- warranty made by such Seller in this Agreement or in any certificate furnished by such Seller to the Buyer in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements not misleading in light of the circumstances under which they were made. There is no fact known to such Seller which materially adversely affects, or in the future may (so far as can be reasonably foreseen) materially adversely affect, the financial condition, business, assets, results of operations, properties, or prospects of the Company which has not been set forth in this Agreement or the schedules hereto. The Balance Sheet and the Closing Date Balance Sheet (except for the absence of footnotes thereto so long as the Balance Sheet or Closing Date Balance Sheet, as applicable, is only subject to normal recurring adjustments, none of which were or are expected, individually or in the aggregate, to be material in amount) present fairly, in all material respects, the financial position of the Company as of the dates thereof and its results of operations and changes in financial position for the periods then ended in conformity with GAAP and, if applicable, in conformity with the rules and regulations of the NYSE or other applicable Governmental Entity.
Disclosure by Seller. No representation or -------------------- warranty made by such Seller in this Agreement or in any certificate furnished by such Seller to the Buyer in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements not misleading in light of the circumstances under which they were made. There is no fact known to such Seller which materially adversely affects the financial condition, business, assets, results of operations, properties, or prospects of the Company which has not been set forth in this Agreement or the schedules hereto. The Balance Sheet and the Closing Date Balance Sheet (except for the absence of footnotes thereto so long as the Balance Sheet or Closing Date Balance Sheet, as applicable, is only subject to normal recurring adjustments, none of which were or are expected, individually or in the aggregate, to be material in amount) present fairly, in all material respects, the financial position of the Company as of the dates thereof and its results of operations and changes in financial position for the periods then ended in conformity with GAAP and, if applicable, in conformity with the rules and regulations of the NYSE or other applicable Governmental Entity.
Disclosure by Seller. None of the information supplied or to be supplied by or on behalf of Seller for inclusion or incorporation by reference in the Form S-4 Registration Statement or the Resale Registration Statement, if applicable, will, at the time such documents are filed with the SEC or at the time either the Form S-4 Registration Statement or the Resale Registration Statement, if applicable, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of Seller for inclusion or incorporation by reference in the Proxy Statement/Prospectus to be filed with the SEC, will, at the time the Proxy Statement/Prospectus is mailed to the stockholders of Seller, or at the time of the Seller Stockholders' Meeting, co ntain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by Seller with respect to statements made or incorporated by reference therein based on information supplied by Parent or Buyer for inclusion or incorporation by reference in the Proxy Statement/Prospectus.
Disclosure by Seller. Seller agrees to provide, in a reasonably prompt manner, all required financial and other information, including Seller's Financial Statements, together with any other information reasonably required by Purchaser, sufficient for Purchaser to provide appropriate disclosure concerning Seller to provide appropriate disclosure to any Regulatory Body.
Disclosure by Seller. The representations and warranties contained in this ss. 3 do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this ss. 3 not misleading.
