Common use of Material Facts Clause in Contracts

Material Facts. None of this Agreement, the Schedules hereto and furnished contemporaneously herewith, or any other agreement, document, certificate or written statement furnished or to be furnished to the Investors through the Closing by or on behalf of the Company in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein in light of the circumstances in which they were made not misleading. To the best of the Company’s knowledge, there is no fact known by the Company which has not been disclosed herein or otherwise by the Company to the Investors and which may materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in a similar industry the same.

Appears in 6 contracts

Samples: Note Purchase Agreement, Convertible Preferred Stock Purchase Agreement, Series B Preferred Stock and Warrant (Exa Corp)

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Material Facts. None of this This Agreement, the Schedules schedules hereto and furnished contemporaneously herewiththe other agreements, or any other agreementdocuments, document, certificate certificates or written statement statements furnished or to be furnished to the Investors Investor through the Closing Date by or on behalf of the Company in connection with the transactions contemplated hereby contains taken as a whole, do not and will not contain any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained therein or herein herein, in light of the circumstances in which they were made made, not misleading. To the best of the Company’s knowledge, there There is no fact which is known by to the Company and which has not been disclosed herein or otherwise by the Company to the Investors and Investor which may materially adversely affect the business, properties, assets or condition, financial or otherwise, or prospects of the Company except for facts relating to general economic conditions which may affect all companies which are in and its subsidiaries taken as a similar industry the samewhole.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Exel LTD), Securities Purchase Agreement (Annuity & Life Re Holdings LTD), Securities Purchase Agreement (Annuity & Life Re Holdings LTD)

Material Facts. None of this This Agreement, the Schedules hereto and schedules furnished contemporaneously herewith, or any and the other agreementagreements, documentdocuments, certificate certificates or written statement statements furnished or to be furnished to the Investors through the Closing Dates by or on behalf of the Company in connection with the transactions contemplated hereby contains taken as a whole, do not contain any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained therein or herein herein, in light of the circumstances in which they were made made, not misleading. To the best of the Company’s knowledge, there There is no fact which is known by to the Company and which has not been disclosed herein or otherwise by the Company to the Investors and which may is reasonably likely to materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in and its Subsidiaries taken as a similar industry the samewhole.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Coventry Corp), Securities Purchase Agreement (Warburg Pincus Ventures Lp)

Material Facts. None of this This Agreement, the Schedules hereto and schedules furnished contemporaneously herewith, the documents set forth on Schedule 2.30 and the other agreements, documents or any other agreement, document, certificate or written statement furnished or to be certificates furnished to the Investors through on the Closing Date by or on behalf of the Company and/or the Managing Founders in connection with the transactions contemplated hereby contains do not contain any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained therein or herein herein, in light of the circumstances in which they were made made, not misleading. To the best of the Company’s knowledge, there There is no fact which is known by to the Company and which has not been disclosed herein or otherwise by the Company to the Investors and which may materially adversely affect the business, properties, prospects, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in a similar industry the sameCompany.

Appears in 1 contract

Samples: Securities Purchase Agreement (Yellow Brix Inc)

Material Facts. None of this This Agreement, the Schedules hereto and furnished -------------- contemporaneously herewith, or any and each other agreement, document, certificate or written statement furnished or to be furnished to the Investors through the Closing by or on behalf of the Company or any Consolidated Entity in connection with the transactions contemplated hereby contains hereby, taken as a whole, do not contain any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained therein or herein in light of the circumstances in which they were made not misleading. To the best Knowledge of the Company’s knowledge, there is no fact known by the Company which has not been disclosed herein or otherwise by the Company to the Investors and which may materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in a similar industry the sameor of any Consolidated Entity.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Physicians Quality Care Inc)

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Material Facts. None of this This Agreement, the Schedules hereto and schedules furnished contemporaneously herewith, or any and the other agreementagreements, documentdocuments, certificate certificates or written statement statements furnished or to be furnished to the Investors through the Closing Date by or on behalf of the Company in connection with the transactions contemplated hereby contains taken as a whole, do not contain any untrue statement of a material fact or omits omit to state a material fact necessary to make the statements contained therein or herein herein, in light of the circumstances in which they were made made, not misleading. To the best of the Company’s knowledge, there There is no fact which is known by to the Company and which has not been disclosed herein or otherwise by the Company to the Investors and which may is reasonably likely to materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in and its Subsidiaries taken as a similar industry the samewhole.

Appears in 1 contract

Samples: Securities Purchase Agreement (Coventry Corp)

Material Facts. None of this Agreement, the Schedules hereto and furnished contemporaneously herewith, or any other agreement, document, certificate or written statement furnished or to be furnished to the Investors Investor through the Closing by or on behalf of the Company in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein in light of the circumstances in which they were made not misleading. To the best of the Company’s knowledge, there is no fact known by the Company which has not been disclosed herein or otherwise by the Company to the Investors Investor and which may materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in a similar industry the same.

Appears in 1 contract

Samples: Series F Convertible Preferred Stock Purchase Agreement (Exa Corp)

Material Facts. None of this Agreement, the Schedules hereto and furnished contemporaneously herewith, or any other agreement, document, certificate or written statement furnished or to be furnished to the Investors Investor through the Closing by or on behalf of the Company in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein in light of the circumstances in which they were made not misleading. To the best of the Company’s knowledge, there is no fact known by the Company which has not been disclosed herein or otherwise by the Company to the Investors and which may materially adversely affect the business, properties, assets or condition, financial or otherwise, of the Company except for facts relating to general economic conditions which may affect all companies which are in a similar industry the same.

Appears in 1 contract

Samples: Series a Preferred Stock And (Exa Corp)

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