Common use of Disclosure Clause in Contracts

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter SEC Reports or any certificate or other document delivered in connection herewith, furnished or to be furnished to the Purchasers pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty made by the Company in this Agreement and no statement of the Company contained in the Schedules hereto or in any certificate delivered by the Company pursuant to this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any material fact necessarynecessary to make the statements herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading; it being hereby agreed and understood that for purposes of this Section 3.1(w) the term "material" shall be measured by reference to the Company and its Subsidiaries, considered as an entirety.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. All documents and other papers delivered or made available by or on behalf of the Company or any of its Subsidiaries in connection with this Agreement are true, complete, correct and authentic in all material respects. No representation or warranty by of the Company or any of its Subsidiaries contained in this Agreement, including any Agreement and no statement contained in or disclosure made by or on behalf of the Company Disclosure Letter or any document delivered in connection herewith, of its Subsidiaries to any Investor pursuant to this Agreement or any other agreement contemplated herein contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein or therein not misleading.

Disclosure. 3.12.1 No representation or warranty by of the Company contained in this AgreementAgreement or the Schedules hereto, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithwhen read together, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No Neither the Company Financial Statements nor any representation or warranty contained herein, nor any information delivered or to be delivered by the Company contained in pursuant to this Agreement, including any statement contained in the Company Disclosure Letter contains or any document delivered in connection herewith, contains shall contain any untrue statement of a material fact or omits omit to state any material fact necessaryrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this Agreement, including the Registration Agreement or any agreement, certificate, statement contained in or document furnished by or on behalf of the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including Agreement and no statement in the Company's disclosure schedules contains any statement contained in the Company Disclosure Letter which is false or misleading with respect to any document delivered in connection herewith, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not false or misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in or certificate signed by any officer of the Company Disclosure Letter furnished or any document delivered in connection herewith, to be furnished to the Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessaryrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which it was they are made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule, or any document other document, certificate or other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule, certificate or any document other instrument delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or any statement contained Exhibit hereto or in the Company Disclosure Letter or any document delivered in connection herewithSchedule, when taken together, contains or contained (as of the date made) any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements or facts contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedules or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any certificate or document delivered in connection herewithby the Company to Parent pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary, necessary to make the statements herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including nor any statement contained in document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Company Disclosure Letter and Seller or any document delivered their representatives pursuant hereto or in connection herewithwith the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact fact, or omits to state any a material fact necessary, necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which it was made, in order to make the statements herein not misleadingthey were furnished.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the any document, certificate or other instrument delivered or to be delivered by or on behalf of the Company Disclosure Letter or any document delivered in connection herewithpursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits omit or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or any statement contained in section of the Company Disclosure Letter or any document delivered in connection herewith, Schedule contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or or, to the Company’s knowledge, omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this AgreementAgreement or any other Transaction Document, including any and no statement contained in the Company Disclosure Letter Schedule or in any document delivered in connection herewithcertificate, list or other writing furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements contained herein or therein, in the light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in any certificate delivered by the Company Disclosure Letter to Acquisition or any document delivered in connection herewith, Parent pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary to make the statements contained herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of omits to state a material fact necessary to make the statements herein or omits to state any material fact necessarytherein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter SEC Reports or any certificate or other document delivered in connection herewith, furnished or to be furnished to the Purchaser pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty by statement of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithother agreement contemplated by this Agreement, or any certificate, schedule, annex or other writing furnished to the Buyer by the Company, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statement contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty or other statement made by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Schedules, or any document certificate delivered in connection herewith, with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make them, in light of the circumstances under in which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in certificate to be furnished by or on behalf of the Company Disclosure Letter pursuant hereto contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessarynecessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order not misleading with respect to make the statements herein not misleading.Retained Business as a whole or the transactions contemplated by this Agreement. (x)

Disclosure. No representation or warranty by the of Company contained in this Agreement, including Agreement or in any statement contained certificate or instrument delivered by Company in accordance with the Company Disclosure Letter or any document delivered in connection herewith, terms hereof contains any untrue statement of a material fact or omits to state any statement of a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company or the Company Subsidiaries contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedules attached hereto, taken as a whole, contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein and therein not misleading.

Disclosure. No representation or warranty by the Company contained or the Stockholders in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was such statements were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any Agreement constitutes an untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained or the Company Subsidiaries in this Agreement, including any the Company Disclosure Letter, and no statement contained in the Company Disclosure Letter SEC Reports and the Company Statutory Financial Statements contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representations or warranty warranties by the Public Company contained or ISR in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter Documents or any document delivered other writings furnished by Public Company, or in connection herewithwith the transaction contemplated hereby, contains contained or will contain any untrue statement of a material fact or omits omit to state any material fact necessarynecessary in order to make the statements herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement or in any statement or certificate furnished or to be furnished to the Purchaser pursuant to this Agreement, including any statement contained in the Company Disclosure Letter when taken together, contains, or any document delivered in connection herewith, contains will contain any untrue statement of a material fact fact, or be misleading, or, when taken together, omits or will omit to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in herein contains as of the date of this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains Agreement any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company or the Sellers contained in this Agreement, including any and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of the Company Disclosure Letter or any document delivered in connection herewithSellers pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits omit or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty covenant made by the Company contained or Signal in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Exhibit attached hereto contains any an untrue statement of a material fact. Except as set forth herein or in the Company Disclosure Letter, neither the Company nor Signal know of any fact or omits circumstance which is reasonably likely to state any have a material fact necessaryadverse effect on the assets, in light liabilities, results of operations, financial condition, business or prospects of the circumstances under which it was made, in order to make the statements herein not misleadingCompany.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Transaction Documents or in any document delivered written statement or certificate furnished to the Investor in connection herewithwith the transactions contemplated by the Transaction Documents contains, contains or will contain, any untrue statement of a material fact or omits omits, or will omit, to state any a material fact necessary, necessary to make the statements made not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter SEC Reports or any certificate or other document delivered in connection herewith, furnished or to be furnished to the Warrantholders pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to make the statements be stated herein not misleading.or

Disclosure. (a) No representation or warranty by the Company contained in this Agreement, including any and no representation, warranty or statement by the Company contained in any certificate or schedule furnished or to be furnished at the Company Disclosure Letter or any document delivered in connection herewithClosing to the Purchaser pursuant to this Agreement, contains any untrue statement by the Company of a material fact or omits to state any material fact necessary, necessary to make any statement herein or therein in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No To the Company's knowledge, no representation or warranty by the Company or the Company Subsidiaries contained in or made in any certificate delivered pursuant to this Agreement, including any statement contained in the Company Disclosure Letter Agreement contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other document, certificate or other instrument delivered in connection herewithto or to be delivered by or on behalf of the Company pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by of the Company ---------- contained in this AgreementAgreement or in any written certificate furnished or to be furnished to Lockheed Xxxxxx pursuant hereto or thereby, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithwhen read together, contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. (a) No representation or warranty by of the Company contained or the Company Shareholder in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of Agreement omits to state a material fact necessary to make the statements herein or omits to state any material fact necessarytherein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, Agreement (including any statement contained in the Company Disclosure Letter Letter) contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein, taken as a whole, not misleadingmisleading in any material respect. There is no fact known to the Company which would reasonably be expected to have a Company Material Adverse Effect which has not been set forth in the Company SEC Filings or in this Agreement (including the Company Disclosure Letter).

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreementany of the Transaction Documents, including or in any statement contained in exhibit, schedule or other document delivered by the Company Disclosure Letter pursuant thereto or any document delivered in connection herewithwith the transactions contemplated thereby, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any a material fact necessary, necessary to make the statements contained therein not misleading in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Schedule or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including nor in any statement contained in the Company Disclosure Letter certificate, Schedule or any document Exhibit delivered in connection herewith, or to be delivered pursuant to this Agreement: contains or will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statement contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document delivered in connection herewithAncillary Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. (a) No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter schedules or exhibits or in any document certificate to be delivered in connection herewithpursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein therein not misleading.

Disclosure. No To the Knowledge of the Company, no representation or warranty made by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representation, warranty, or warranty by the Company contained statement made in this Agreement, including the other Financing Agreements, any statement contained in Related Agreement, or any agreement, instrument, certificate, statement, or document furnished by or on behalf of the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty covenant made by the Company contained in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation None of the representations or warranty warranties made by the Company contained in this Agreement, including any statement contained herein or in the Company Disclosure Letter Schedule or in any document delivered in connection herewithcertificate furnished by the Company pursuant to this Agreement, contains any untrue statement of a material fact fact, or omits to state any material fact necessarynecessary in order to make the statements contained herein or therein, in the light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreementthe Transaction Documents, including any and no representation, warranty or statement by the Company contained in any certificate or schedule furnished to the Company Disclosure Letter or any document delivered in connection herewithPurchaser pursuant to the Transaction Documents, contains any untrue statement by the Company of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements any statement herein or therein not misleading.

Disclosure. No representation or warranty by ---------- the Company contained in this Agreement, including any Agreement and no statement contained in any certificate delivered by the Company Disclosure Letter to Acquisition or any document delivered in connection herewith, Parent pursuant to this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, necessary to make the statements contained herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty by the Company contained statement made in this Agreement, including any Related Agreement, or any agreement, certificate, statement contained in or document furnished by or on behalf of the Company Disclosure Letter or any document delivered of its Subsidiaries in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No To the Knowledge of the Company, no representation or warranty by the Company contained set forth in this Agreement, including any statement contained Agreement (taking into account the information provided in the Company Disclosure Letter or any document delivered in connection herewith, Schedule) contains any untrue statement of a material Material fact or omits to state any material Material fact necessarynecessary in order to make such representations and warranties, in light of the circumstances under which it was they are made, in order to make the statements herein not misleading.

Disclosure. (a) No representation or warranty by of the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of Information Materials omits to state a material fact necessary to make the statements herein or omits to state any material fact necessarytherein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Company Disclosure Letter or any document delivered in connection herewithpursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement, including or in any written statement contained in or certificate furnished to the Company Disclosure Letter or any document delivered in connection herewithBuyer pursuant to this Agreement, contains any untrue statement of a material fact or or, when taken together, omits to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any material fact necessary, necessary to make the statements herein or therein not misleading when taken together in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty covenant made by the Company contained in this Agreement, including any statement contained in Exhibits or the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessaryrequired to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any material untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements herein or therein, in light of the circumstances under in which it was madethey were made and when such documents are read together in their entirety, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Sellers or the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Agreement or any document disclosure schedule or certificate or other agreement delivered in connection herewith, hereunder contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements contained herein or therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document other agreement or certificate delivered in connection herewithor to be delivered by or on behalf of the Company pursuant to the express terms of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements contained herein or therein not misleadingmisleading or omits to state a material fact necessary in order to provide Investor with full and proper information as to the business, financial condition, assets, liabilities, and results of operation of the Company and the value of the properties or the ownership of the Company.

Disclosure. No representation or warranty made by the Company contained Corporation or the Subsidiary in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or necessary to make the statements any statement herein not misleading.

Disclosure. No representation or warranty given as of the date hereof by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewithtaken as a whole, contains any untrue statement of a material fact fact, or omits to state any material fact necessary, in light of the circumstances under which it was made, is necessary in order to make the statements contained herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty statement made in this ---------- Warrant or Credit Agreement, or any other agreement, certificate, instrument, statement or document furnished by or on behalf of the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this Agreement, including any statement contained or in the Company Disclosure Letter schedules or any document delivered in connection herewithexhibits attached hereto, contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any material a fact necessaryrequired to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained Company, the Operating Subsidiary or any Seller in this Agreement, including any Agreement and no statement contained in the Company Disclosure Letter Schedules or any certificate or other document delivered in connection herewith, furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact fact, or omits to state any a material fact necessarynecessary to make the statements contained therein, in light of the circumstances under in which it was they are made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter Schedule or any document certificate or other instrument delivered in connection herewith, or to be delivered by or on behalf of the Company pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained or any Subsidiary in this AgreementAgreement or the Related Agreements, including or in any agreement, certificate, statement contained in the Company Disclosure Letter or any document required to be delivered in connection herewithpursuant hereto, contains any untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, necessary in order to make the statements herein contained in this Agreement or the Related Agreements or in such other agreement, certificate, statement or document not misleadingmisleading in light of the circumstances in which they were made.

Disclosure. No representation representation, warranty or warranty statement by the Company contained in this Agreement, including or in any written statement contained in or certificate furnished to the Company Disclosure Letter Investors pursuant to this Agreement or any document delivered in connection herewiththe transactions contemplated hereby, contains any untrue statement of a material fact or or, when taken together, omits to state any a material fact necessarynecessary to make the statements made herein or therein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter or any document delivered in connection herewith, contains any an untrue statement of a material fact or omits to state any a material fact necessary, in light of the circumstances under which it was made, in order required to be stated herein or therein or necessary to make the statements contained herein or therein not misleading.. The representations and warranties of the Company contained herein, disregarding all qualifications and exemptions contained therein relating to materiality or a Company Material Adverse Effect, are true

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the Company Disclosure Letter or any document delivered in connection herewithSchedule, contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein, when read together in their entirety, not misleading.

Disclosure. No representation or warranty or other statement made by the Company contained or any of the Company Representatives in this Agreement, including any statement contained in the Company Disclosure Letter Letter, the certificates delivered pursuant to this Agreement or any document delivered in connection herewith, the Company Ancillary Agreements contains any untrue statement of a material fact or omits to state any material fact necessarynecessary in order to make the statements contained herein and therein, in light of the circumstances under which it was such statements were made, in order to make the statements herein not misleading. The Company has made available true, correct, complete and, where applicable, executed copies of each document that is listed in the Company Disclosure Letter.

Disclosure. No representation or warranty or other statement made by Shareholder or the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, contains any untrue statement of Agreement omits to state a material fact or omits necessary to state make any material fact necessaryof them, in light of the circumstances under in which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, Agreement (including any statement contained the information and material provided in or pursuant to the Company Disclosure Letter or any document delivered in connection herewith, Letter) contains any an untrue statement of a material fact or omits to state any a material fact necessarynecessary to make the statements contained herein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter Agreement contains or any document delivered in connection herewith, contains shall contain any untrue statement of a material fact or omits to state any or shall omit a material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements herein contained therein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including any and no statement contained in the any document, schedule, exhibit, certificate or other instrument delivered or to be delivered by or on behalf of the Company Disclosure Letter or any document delivered in connection herewithpursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.omit or will

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in the Company Disclosure Letter certificate furnished pursuant to this Agreement nor any information furnished pursuant to Section 6.3 or any document delivered in connection herewith, other section of this Agreement contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained or any of its Subsidiaries in this Agreement, including any Related Agreement or any agreement, certificate, statement contained in or document furnished by or on behalf of the Company Disclosure Letter or any document delivered of its Subsidiaries in connection herewith, herewith or therewith contains any untrue statement of a material fact or omits to state any a material fact necessarynecessary in order to make the statements contained herein or therein, in light of the circumstances under in which it was they were made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by of the Company contained in this Agreement, including and no information in any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Schedule to this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein information contained therein not misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or in its SEC Filings or in any statement contained in the Company Disclosure Letter writing furnished or any document delivered to be furnished pursuant to or in connection herewith, with this Agreement knowingly contains or will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order required to make the statements herein or therein contained not misleading.

Disclosure. No representation representation, warranty or warranty statement made by the Company contained in this Agreement, including any statement contained in the Company Disclosure Letter or any document delivered in connection herewith, Agreement contains any untrue statement of a material fact fact, or omits to state any a material fact necessaryrequired to be stated herein or necessary to make the statements contained herein, in light of the circumstances under which it was they were made, in order to make the statements herein not misleading. All representations and warranties as to the Company shall be deemed to include the Company and all of its Affiliates.

Disclosure. No representation or warranty by the Company contained in this Agreement, including the Transaction Agreements or in any statement contained in or certificate signed by any officer of the Company Disclosure Letter furnished or any document delivered in connection herewith, to be furnished to the Purchaser pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessaryrequired to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which it was they are made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company or the Merger Sub contained in this Agreement, including any statement contained in the Company Disclosure Letter Letter, or any document delivered in connection herewith, Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty by the Company contained in this Agreement, including Agreement or in any statement contained in certificate to be furnished by or on behalf of the Company Disclosure Letter pursuant hereto contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessarynecessary to make the statements contained herein or therein, in light of the circumstances under which it was they were made, in order not misleading with respect to make the statements herein not misleadingRetained Business as a whole or the transactions contemplated by this Agreement.

Disclosure. No representation None of the representations or warranty by warranties of the Company or the Shareholders contained in this AgreementAgreement or the Schedules and Exhibits hereto, including or in any statement contained in the Company Disclosure Letter certificate furnished or any document delivered in connection herewithto be furnished pursuant hereto, contains any untrue statement of a material fact that was untrue when made or omits to state any material fact necessary, in light of the circumstances under which it was made, in order necessary to make the statements of fact contained herein or therein not misleadingmisleading in any material respect.

Disclosure. (a) No representation or warranty by the Company contained Corporation in this Agreement, including any statement contained Agreement or in the Company Disclosure Letter contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessary, required to be stated in light of the circumstances under which it was made, in order this Agreement or necessary to make the statements herein contained in this Agreement not false or misleading.

Disclosure. No representation or warranty made by the Company contained in this Agreement, including Agreement or in any statement contained in the Company Disclosure Letter Schedule annexed hereto contains or any document delivered in connection herewith, contains will contain any untrue statement of a material fact fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, in order required to make the statements herein or therein contained not misleading.