Common use of Disclosure Clause in Contracts

Disclosure. No representation or warranty by Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by the Seller contained in this Agreement, nor and no statement contained in any certificatedocument, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Seller contained in this Agreement, nor and no statement contained in any certificate, schedule certificate or exhibit delivered other instrument furnished or to be delivered furnished to Buyer pursuant to this Agreement hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact that is necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by the Seller contained in this Agreement, nor and no statement contained in the Disclosure Schedule or any certificateother document, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Seller contained in this Agreement, nor and no statement contained in the any certificatedocument, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by or on behalf of Seller contained in this Agreement, nor in any certificateas those representations have been modified by the terms of Seller's Disclosure Letter, schedule or exhibit delivered or to be delivered pursuant to this Agreement if applicable, contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact facts which are necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller the Buyer in this Agreement, nor Agreement or in any certificateExhibit hereto, schedule or exhibit in any list, statement, document or information set forth in or attached to any Schedule delivered or to be delivered pursuant to this Agreement hereto, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty of Seller in this Agreement and the Schedules or certificates attached hereto or delivered by Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement accordance with the terms hereof contains or will contain any untrue statement of a material fact, fact or omits or will omit to state any statement of a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by of the Seller or the Company contained in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement (including the exhibits hereto) contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by of the Seller in this AgreementAgreement or any statement or document delivered in connection herewith or therewith, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains contained or will contain any untrue statement of material fact, or omits or will omit to state a material fact or fail to state any material fact necessary in order to make the statements herein or thereinmade, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by the Seller in this Agreement, nor Agreement or in any certificateExhibit hereto, schedule or exhibit in any list, statement, document or information set forth in or attached to any Schedule delivered or to be delivered pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading. The Seller has disclosed to the Buyer all material facts pertaining to the transactions contemplated by this Agreement.

Disclosure. No representation or warranty by Seller the Sellers contained in this Agreement, nor and no statement contained in the any certificatedocument, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Sellers pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation representations or warranty warranties by any Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement (including the disclosure schedules hereto) (a) contains or will contain any untrue statement of a material fact, or (b) omits or will omit to state a material state, when read in conjunction with all of the information contained in this Agreement or the disclosure schedules hereto, any fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, facts contained therein not materially misleading.

Disclosure. No representation or warranty by of Seller in this Agreement, nor Agreement and no information contained in any certificate, schedule Schedule or exhibit delivered or to be other writing delivered pursuant to this Agreement or at the Closing contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary required to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor in any certificatestatement, certificate or schedule furnished by or exhibit on behalf of Seller pursuant to this Agreement, nor any document or certificate delivered or to be delivered Buyer pursuant to this Agreement or in connection with actions contemplated hereby, contains or will shall contain any untrue statement of a material fact, fact or omits or will shall omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation Neither the representations or warranty warranties made by Seller in this Agreement, nor in the Disclosure Schedule or any certificate, schedule or exhibit other certificate executed and delivered or to be delivered by Seller pursuant to this Agreement Agreement, when taken together, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein, therein not misleading in light of the circumstances under which they were made, not misleadingfurnished.

Disclosure. No representation None of the representations or warranty by Seller warranties of the Buyer contained in this AgreementAgreement and in the certificates, nor in any certificate, schedule or exhibit exhibits and schedules delivered or to be delivered by the Buyer pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements herein or therein, prevent such representations and warranties from being misleading in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by of the Seller contained in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement (including the exhibits hereto) contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller Sellers in this Agreement or in any Schedule or Exhibit of this Agreement, nor in or any certificatestatement, schedule list or exhibit delivered certificate furnished or to be delivered furnished by Sellers pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact required to be stated therein or necessary to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by of Seller contained in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to ---------- this Agreement (including the exhibits hereto) contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation None of the representations or warranty by warranties of Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue or misleading statement of material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller the Sellers contained in this Agreement, nor and no statement contained in any certificatedocument, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Sellers pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by Seller of Buyer contained in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement (including the exhibits hereto) contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller or the Company in this Agreement, nor in any certificateand no schedule, schedule or exhibit delivered document, statement, certificate furnished or to be delivered furnished to Buyer pursuant to this Agreement hereto, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation None of the representations or warranty by warranties of the Seller contained in this AgreementAgreement and in the certificates, nor in any certificate, schedule or exhibit exhibits and schedules delivered or to be delivered by the Seller pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements herein or therein, prevent such representations and warranties from being misleading in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty or other statement made by the Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements herein or thereinit, in light of the circumstances under in which they were it was made, not misleading.

Disclosure. No representation or warranty by Seller in this AgreementBuyer in, nor in any and no document, statement, certificate, opinion letter, schedule or exhibit delivered or to be furnished or delivered to Seller pursuant to to, this Agreement contains or will contain any material untrue or misleading statement of material fact, fact or omits or will omit to state a material any fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not materially misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to Neither this Agreement contains nor any of the other Transaction Documents nor any exhibit or will contain schedule hereto or thereto contains, with respect to information therein provided by Buyer or their respective Representatives, any untrue statement of material fact, or omits or will omit to state a material fact necessary or omits to make the statements herein or thereinstate any material fact necessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor in any statement, certificate, schedule document or exhibit delivered hereto furnished or to be delivered furnished by or on behalf of Seller pursuant to this Agreement or in connection with transactions contemplated hereby, contains or will shall contain any untrue statement of material fact, fact or omits or will shall omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor Agreement or in any certificateExhibit or Schedule hereto, schedule or exhibit in any certificate delivered or to be delivered pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor in any certificatestatement, certificate or schedule furnished by or exhibit on behalf of Seller pursuant to this Agreement, nor any document or certificate delivered or to be delivered Buyer pursuant to this Agreement or in connection with actions contemplated hereby, contains or will shall knowingly contain any untrue statement of a material fact, fact or omits or will shall knowingly omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller Sellers contained in this Agreement, nor Agreement and no statement contained in any certificate, schedule of the Attendant Documents or exhibit delivered any other certificate or instrument furnished or to be delivered furnished pursuant to this Agreement or in connection with the transactions contemplated in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact fact, necessary in order to make any of the statements herein or thereinstatements, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty or other statement made by Seller in this Agreement, nor Agreement or in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, or connection with the transactions contemplated hereby omits or will omit to state a material fact necessary to make the statements herein or thereinany of them, in light of the circumstances under in which they were it was made, not misleading.

Disclosure. No representation Neither the representations or warranty warranties made by the Seller in this Agreement, nor in the Seller Disclosure Schedule or any certificate, schedule or exhibit other certificate executed and delivered or to be delivered by the Seller pursuant to this Agreement Agreement, when taken together, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein, therein not misleading in light of the circumstances under which they were made, not misleadingfurnished.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor and no statement contained in any certificate, schedule list or exhibit delivered or other writing, including but not necessarily limited to be delivered the Seller Disclosure Schedule, furnished to the Buyer pursuant to this Agreement the provisions hereof, to the best knowledge of the Seller, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by the Seller in this ---------- Agreement or the Schedules to this Agreement, nor in any certificate, schedule or exhibit delivered 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 a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller the Buyer contained in this Agreement, nor and no statement contained in any certificatedocument, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty made by Seller Buyer contained in this Agreement, nor Agreement or in any certificate, schedule or exhibit delivered or to be delivered certificate furnished by Buyer pursuant to this Agreement contains or will contain any an untrue statement of material fact, or omits or will omit to state a material fact necessary necessary, in the light of the circumstances under which it was or will be made, in order to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller or the Signing Partners in this AgreementAgreement and no other written statement, nor in any certificatedocument, schedule certificate or other instrument or exhibit delivered previously furnished to Buyer or which are being furnished to be delivered Buyer pursuant hereto (including but not limited to this Agreement all Schedules or Exhibits hereto) contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact or omits any material fact necessary in order to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by Seller in this AgreementSellers in, nor in any and no document, statement, certificate, schedule or exhibit delivered or to be furnished or delivered to Purchaser pursuant to to, this Agreement contains or will contain any material untrue or misleading statement of material fact, fact or omits or will omit to state a material any fact necessary to make the statements contained herein or therein, in light of therein not materially misleading. No press releases or disclosure will be made by either party to this agreement without the circumstances under which they were made, not misleadingwritten release from each party to this agreement.

Disclosure. No representation or warranty by Seller or the Signing Stockholders in this AgreementAgreement and no other written statement, nor in any certificatedocument, schedule certificate or other instrument or exhibit delivered previously furnished to Buyer or which are being furnished to be delivered Buyer pursuant hereto (including but not limited to this Agreement all Schedules or Exhibits hereto) contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact or omits any material fact necessary in order to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty or other statement made by Seller in this Agreement, nor Agreement or in any certificate, schedule certificates delivered in accordance with this Agreement or exhibit delivered or to be delivered pursuant to otherwise in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a stating material fact necessary to make the statements herein or thereinany of them, in the light of the circumstances under in which they were it was made, not misleading.

Disclosure. No representation or warranty by of the Seller contained in this Agreement, nor in Agreement or any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under in which they were are made, not misleading.

Disclosure. No representation or warranty by of Seller or Shareholder contained in this Agreement, nor Agreement or any of the Additional Agreements and no statement contained in any certificate, schedule Schedule, Exhibit or exhibit delivered or other document furnished to be delivered pursuant to Purchaser in connection with this Agreement contains or will contain any untrue statement of a material fact, or to the best of Seller’s or Shareholder’s knowledge, omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by of Seller contained in this Agreement, nor and no statement contained in any certificate, schedule list or exhibit delivered or other writing furnished to be delivered the Buyer pursuant to this Agreement the provisions hereof contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under in which they were are made, not misleading.

Disclosure. No representation or warranty by Seller the Buyer contained in this Agreement, nor and no statement contained in any certificateother document, schedule certificate or exhibit other instrument delivered to or to be delivered by or on behalf of the Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits omit or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by the Seller in this Agreement, nor Agreement or in any other exhibit, list, certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement document contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by of Seller in this Agreement, nor in Agreement or any certificate, schedule or exhibit delivered or to be certificate delivered pursuant to this Agreement contains hereto or will contain any untrue statement of material fact, or otherwise in connection with the Contemplated Transactions omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty made by Seller, nor any statement made in the Schedules to this Agreement or certificate furnished by Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain contain, any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor Agreement and no statement contained in any certificate, schedule of the Attendant Documents to which Seller is a party or exhibit delivered any other certificate or instrument furnished or to be delivered furnished pursuant to this Agreement or in connection with the transactions contemplated in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact fact, necessary in order to make any of the statements herein or therein, in light of the circumstances under which they were made, not misleading, or necessary in order to provide Purchaser with all pertinent information regarding the Business.

Disclosure. No representation or warranty by Seller contained in this AgreementAgreement or any other document, nor in any certificate, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were 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 Seller contained in this Agreement, nor in any certificateschedule, schedule exhibit or exhibit delivered other document furnished or to be delivered pursuant to this Agreement furnished by the Seller, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller Parent or Company contained in this Agreement, nor and no statement contained in any certificatethis Agreement, schedule the Seller Related Instruments, the Financial Statements or exhibit delivered or to be delivered pursuant to this Agreement the Seller Disclosure Schedule, contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading, or necessary in order to fully and fairly provide the information required to be provided in any such document.

Disclosure. No To the Knowledge of Seller, no representation or warranty by Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact or omits to state any statement necessary to make the statements representations and warranties made herein or therein, not misleading in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor in any certificateand no exhibit, document, statement, certificate or schedule or exhibit delivered furnished or to be delivered furnished to Buyer pursuant to this Agreement hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein, therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by Seller the Sellers contained in this Agreement, nor and no statement contained in any certificate, schedule certificate or exhibit delivered other instrument furnished or to be delivered furnished to Buyer pursuant to this Agreement hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact that is necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor and no statement contained in any certificate, schedule list or exhibit delivered or other writing, including but not necessarily limited to be delivered the Seller Disclosure Schedule, furnished to the Buyer pursuant to this Agreement the provisions hereof, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by the Seller contained in this Agreement, nor and no statement contained in the Exhibits or any certificateother document, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary or omits to make the statements herein or thereinstate any material fact necessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor any statement, document, or schedule delivered by Seller in any certificate, schedule or exhibit delivered or to be delivered pursuant to connection with the transactions contemplated by this Agreement contains or will shall contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller of Buyer contained in this Agreement, nor Agreement and no statement contained in any certificate, schedule list or exhibit delivered or other writing furnished to be delivered the Seller pursuant to this Agreement the provisions hereof contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under in which they were are made, not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor and no statement contained in any certificate, schedule or exhibit the schedules delivered or to be delivered by Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was made, not to make the statements herein or therein no misleading.

Disclosure. No representation or warranty made by Seller Sellers in this Agreement, nor Agreement and no statement contained in any certificate, schedule document or exhibit delivered other writing furnished or to be delivered furnished to Purchaser or its representatives pursuant to this Agreement the provisions hereof contains or will contain any untrue statement of material fact, fact or omits or will omit to state a material any fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor Agreement and no information contained in any certificate, schedule Annex thereto pursuant hereto or exhibit delivered or to be delivered pursuant to this Agreement in connection with the transaction contemplated contains or will contain any materially untrue statement of material fact, fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not materially misleading.

Disclosure. No To the best of Seller’s knowledge, no representation or warranty made by Seller in this Agreement, nor Agreement and no statement made in or any amount set forth on any schedule called for by and incorporated into this Agreement is false or misleading in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, respect or omits or will omit to state a any material fact necessary to make the statements herein any such representation or therein, in light of the circumstances under which they were made, statement not misleading.

Disclosure. No representation or warranty by of Seller in this Agreement, nor Agreement or in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement Schedule contains or will contain any untrue statement misstatement of a material fact, or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by Seller in this Agreement or in any Schedule or Exhibit of this Agreement, nor in or any certificatestatement, schedule list or exhibit delivered certificate furnished or to be delivered furnished by Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact required to be stated therein or necessary to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by the Seller contained in this Agreement, nor and no statement contained in the Disclosure Schedule or any certificateother document, schedule certificate or exhibit other instrument delivered or to be delivered by or on behalf of the Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by Seller Buyer in this Agreement or in any exhibit to this Agreement, nor in or any certificate, schedule statement or exhibit delivered certificate furnished or to be delivered furnished by Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a any material fact required to be stated therein or necessary to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation representations or warranty warranties made by the Seller Entities in this Agreement, nor Agreement and no statement contained in any Document (including, without limitation, the schedules hereto and thereto), certificate, schedule or exhibit delivered or other writing to be executed and delivered by any of the Seller Entities or Xxxx/Xxxxxxxx pursuant to this Agreement the provisions hereof or the transactions contemplated hereby, contains or will contain any untrue statement of material fact, or omits or will omit to state a any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were it was made, in order to make the statements herein or therein not misleading.

Disclosure. No representation None of the representations or warranty by warranties of Seller contained in this Agreement, nor Agreement and in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains contain or will contain any untrue statement of material fact, or omits or will omit to state a material fact necessary in order to make the statements herein or therein, contained in light of the circumstances under which they were made, this Agreement not misleading. Seller does not have Knowledge of any facts related to the Assets or to the Business, which are or will be materially adverse to the Technology, other than the facts disclosed pursuant to this Agreement.

Disclosure. No representation or warranty by the Seller in this Agreement, nor or in any certificatewriting attached hereto, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, fact or omits or will omit to state a any material fact necessary (of which any of the Seller or any of their directors or stockholders has knowledge or notice) required to make the statements herein or therein, in light of the circumstances under which they were made, therein contained not misleading.

Disclosure. No representation or warranty by of Seller or Parent contained in this Agreement, nor and no statement contained in the Seller Disclosure Schedule or in any certificate, schedule list or exhibit delivered or other writing furnished to be delivered Buyer pursuant to any provision of this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller made to Purchaser in this Agreement, nor Agreement and no statement contained in any certificate, schedule document, or exhibit delivered or instrument to be delivered by Seller pursuant to this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light therein not misleading. There is no fact known to Seller which materially and adversely affects the use or operation of the circumstances under Property, which they were made, has not misleadingbeen set forth in this Agreement.

Disclosure. No representation or warranty by Seller in this Agreement, nor Agreement and no statement contained in the Seller Disclosure Letter or any certificate, schedule certificate or exhibit delivered other document furnished or to be delivered pursuant furnished to Buyer or otherwise made by Seller or any Seller Member in connection with this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements herein or contained therein, in light of the circumstances under in which they were are made, not misleading.

Disclosure. No representation or warranty made by Seller in this Agreement, nor Agreement or in any certificate, schedule or exhibit delivered to this Agreement, or any statement, list or certificate furnished or to be delivered furnished by it pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a any material fact required to be stated therein or necessary to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor and no statement contained in any Schedule or in any certificate, schedule list or exhibit delivered or other writing furnished to be delivered the Seller pursuant to any provision of this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller the Buyer contained in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty by Seller in this AgreementSellers, nor in any or either of them, hereunder and no list, certificate, schedule document, books, record, Exhibit or exhibit delivered Schedule furnished or to be delivered furnished pursuant to hereto or in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation None of the representations or warranty by warranties of the Seller contained in this AgreementAgreement or any Ancillary Agreement or any related schedule, nor in any certificate, schedule certificate or exhibit delivered or to be delivered pursuant to this Agreement other document contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact necessary to make the statements any statement herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller in this ---------- Agreement or in any Schedule or Exhibit to this Agreement, nor in or any certificatestatement, schedule list or exhibit delivered certificate furnished or to be delivered furnished by Seller pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact required to be stated therein or necessary to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by of Seller in this Agreement, nor Agreement and no information contained in any certificate, schedule Schedule or exhibit delivered or to be other writing delivered pursuant to this Agreement or at the Closing contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements any of them herein or therein, in light of the circumstances under in which they were it was made, not misleading.

Disclosure. No representation or warranty made by Seller Sellers in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, fact or omits or will omit to state a material fact necessary required to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No To the best of Seller's knowledge, no representation or warranty made by the Seller in this Agreement, nor Agreement and no statement made in or any amount set forth on any schedule called for by and incorporated into this Agreement is false or misleading in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fact, respect or omits or will omit to state a material any fact necessary to make the any such representation or statements herein or therein, not misleading in light of the circumstances under which they were made, not misleadingany material respect.

Disclosure. No representation or warranty by Seller Buyer in this Agreement or Exhibit to this Agreement, nor in or any certificate, schedule statement or exhibit delivered certificate furnished or to be delivered furnished by Buyer pursuant to this Agreement Agreement, contains or will contain any untrue statement of material fact, or omits or will omit to state a any material fact required to be stated therein or necessary to make the statements herein or therein, contained therein not misleading in light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or and warranty by of Seller contained in this Agreement, nor in any certificateother statement, schedule schedule, certificate or exhibit other document delivered or to be delivered by Seller to Purchaser pursuant to hereto or in connection with the transactions contemplated by this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements made herein or therein, in the light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by Seller Buyer contained in this Agreement, nor in any certificate, schedule Agreement or exhibit delivered other instrument furnished or to be delivered furnished to Seller pursuant to this Agreement or in connection with the Transactions contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, contained therein not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor Agreement or in any certificate, schedule or exhibit delivered or to be delivered certificate furnished pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was or will be made, in order to make the statements herein or therein not misleading.

Disclosure. No representation or warranty contained in this Agreement and none of the information furnished by Seller set forth herein, in this Agreement, nor the exhibits or schedules hereto or in any certificate, schedule or exhibit delivered or other document required to be delivered by Seller or Subsidiary to Purchaser, or its accountants, counsel or other advisers pursuant to this Agreement or referred to in this Agreement or in any such other document, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation To the Knowledge of Seller, neither this Agreement nor any other agreement or warranty document delivered by Seller in this Agreementhereunder (including the representations and warranties contained herein and therein), nor in any certificateof the schedules, schedule exhibits or exhibit delivered or certificates to be delivered pursuant to this Agreement contains in connection herewith or will therewith, contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty made by Seller Sellers in this Agreement, nor Agreement and in any certificate, schedule or exhibit delivered or hereto, to be delivered pursuant to this Agreement the best knowledge of Sellers, contains or will contain any untrue statement of material fact, fact or omits or will omit to state a any material fact necessary in order to make the statements herein or therein, in light made and information contained therein as of the circumstances under which they were made, date hereof not misleading.

Disclosure. No representation or warranty by Sellers in this Agreement or any Schedule or Exhibit, or any statement, document, list or certificate furnished or to be furnished by the Company or any Seller in pursuant to this Agreement, nor or in any certificateconnection with the Transaction, schedule or exhibit delivered 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 a material fact required to be stated herein or therein or necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not materially misleading.

Disclosure. No representation or warranty by of Seller contained in this Agreement, nor and no statement contained in the Disclosure Schedule or in any certificate, schedule list or exhibit delivered or other writing furnished to be delivered Buyer pursuant to any provision of this Agreement contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller in this Agreement, nor Agreement or in any certificateother schedule, schedule exhibit, list, certificate or exhibit delivered or to be document delivered pursuant to this Agreement Agreement, contains or will contain at Closing any untrue statement of material fact, fact or omits or will omit to state a any material fact necessary to make the statements any statement herein or therein, in light of the circumstances under which they were made, and therein not misleading.

Disclosure. No representation or and warranty by of Seller contained in this AgreementAgreement (including, without limitation, the Schedules hereto), nor in any certificateother statement, schedule schedule, certificate or exhibit other document delivered or to be delivered by Seller to Purchaser pursuant to hereto or in connection with the transactions contemplated by this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary in order to make the statements made herein or therein, in the light of the circumstances under in which they were made, not misleading.

Disclosure. No representation or warranty by or on behalf of Seller contained in this Agreement, nor in any Agreement and no certificate, schedule schedule, or exhibit delivered other document furnished or to be delivered furnished to Purchaser pursuant to this Agreement hereto contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a any material fact facts which are necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Disclosure. No representation representations or warranty warranties by Seller contained in this Agreement, nor Agreement and no statement contained in any document, certificate, schedule or exhibit delivered or other writing furnished by Seller to be delivered Buyer pursuant to the provisions of this Agreement contains or will contain any untrue statement of material fact, fact or omits or will omit to state a any material fact necessary to make the statements herein or thereinnecessary, in light of the circumstances under which they were it was made, in order to make the statements herein not misleading.

Disclosure. No representation or warranty made by the Seller in this Agreement, nor in the exhibits hereto or any certificate, schedule or exhibit delivered or of the documents and papers required to be delivered pursuant to this Agreement or in connection with the consummation of the transactions contemplated hereby contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, therein not misleading.

Disclosure. No representation or warranty by Seller or the Shareholder contained in this Agreement, nor in Agreement (including the Disclosure Schedule and the Exhibits referred to herein) or any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement Transaction Document contains or will contain as to the applicable representation or warranty any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or and therein, when considered in light of the circumstances under which they were made, not misleading.

Disclosure. No representation or warranty by Seller contained in this Agreement, nor and no statement contained in any certificate, schedule list or exhibit delivered or other writing furnished to be delivered the Sellers pursuant to this Agreement Agreement, contains or will contain any untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.