Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement nor any document, exhibit, certificate or schedule furnished to Buyer in connection herewith or pursuant hereto, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Sino Clean Energy Inc), Stock Purchase Agreement (Songzai International Holding Group Inc), Stock Purchase Agreement (Basic Care Networks Inc)

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Material Misstatements or Omissions. No representations or warranties by Seller Buyer in this Agreement nor any document, exhibit, certificate or schedule furnished to Buyer in connection herewith or Seller pursuant hereto, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer Seller hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Basic Care Networks Inc), Stock Purchase Agreement (Songzai International Holding Group Inc), Securities Purchase Agreement (Sino Clean Energy Inc)

Material Misstatements or Omissions. No representations or warranties by Seller Buyer in this Agreement nor Agreement, or in any document, exhibit, certificate statement, certificate, document or schedule furnished to Buyer Sellers pursuant to this Agreement, or in connection herewith or pursuant heretowith the transaction contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc), Stock Purchase Agreement (Rent Way Inc), Stock Purchase Agreement (Barrister Global Services Network Inc)

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement, nor in any of the Agreement nor any documentDocuments, exhibit, certificate or schedule furnished to Buyer in connection herewith or pursuant hereto, contains contain or will contain any untrue statement of a material fact, or omits omit or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 2 contracts

Samples: A Asset Acquisition Agreement (Applied Intelligence Group Inc), Asset Acquisition Agreement (Netplex Group Inc)

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereinafter furnished to Buyer pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, including without limitation the Disclosure Schedule, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact known to Seller necessary to make the material statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eco Soil Systems Inc)

Material Misstatements or Omissions. No representations or warranties by the Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereafter furnished to Buyer Parent, DIS or Purchaser pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, including without limitation the Disclosure Schedule, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digirad Corp)

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement Agreement, nor any documentAncillary Agreement, exhibit, exhibit or certificate heretofore or schedule furnished hereinafter delivered to Buyer in connection herewith or pursuant hereto, including without limitation the Disclosure Schedules, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sigmatel Inc)

Material Misstatements or Omissions. No representations representation or warranties warranty by Seller in this Agreement nor any and no document, exhibitwritten statement, certificate or schedule furnished to Buyer by Seller pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any a material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intracel Corp)

Material Misstatements or Omissions. No representations or warranties by Seller Purchasers in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished to Buyer in connection herewith or Seller pursuant hereto, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or of facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Security Agreement (Pacificamerica Money Center Inc)

Material Misstatements or Omissions. No To each Seller’s knowledge, no representations or warranties by Seller Sellers in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished to Buyer in connection herewith or Purchaser pursuant hereto, contains contains, or with respect to other documents to be delivered by Sellers at Closing, will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Material Misstatements or Omissions. No representations representation or warranties by warranty of Seller in this Agreement nor Agreement, or in any exhibit, document, exhibitstatement, certificate or schedule furnished or to Buyer be furnished by Seller pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any a material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Stock Purchase and Option Agreement (Entreport Inc)

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement Agreement, nor any documentappendix, exhibit, statement, certificate or schedule heretofore or hereinafter furnished to Buyer in connection herewith or pursuant heretoto this Agreement, including without limitation the Disclosure Schedule, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tessera Technologies Inc)

Material Misstatements or Omissions. No representations or ----------------------------------- warranties by Seller Sellers in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished to Buyer pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or intentionally omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (McLeod Inc)

Material Misstatements or Omissions. No representations or warranties by any Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereinafter furnished to Buyer by any Seller pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Apartment Investment & Management Co)

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Material Misstatements or Omissions. No representations representation or warranties warranty by Seller in this Agreement nor or any document, exhibitstatement, certificate certificate, schedule, or schedule exhibit furnished or to be furnished to Buyer in connection herewith Parent by or on behalf of Seller pursuant heretohereto contains, contains or will contain when furnished contain, any untrue statement of a material fact, or omits omits, or will then omit to state any state, a material fact necessary to make the statements or statement of facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Civista Bancshares, Inc.)

Material Misstatements or Omissions. No representations or warranties by Seller Buyer contained in this Agreement nor or in any document, exhibitstatement, certificate certificate, schedule or schedule exhibit furnished or to be furnished hereunder by Buyer in connection herewith or pursuant hereto, contains contain or will contain any untrue statement of a material fact, fact or omits or will omit to state any a material fact necessary to make the statements or statement and facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Stock Purchase Agreement (Las Vegas Gaming Inc)

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereinafter furnished to Buyer by Seller pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)

Material Misstatements or Omissions. No representations or ----------------------------------- warranties by Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished to Buyer in connection herewith or Purchaser by Seller pursuant hereto, hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercury General Corp)

Material Misstatements or Omissions. No representations or warranties by the Seller Parties in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereinafter furnished to Buyer pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, including, without limitation, the Disclosure Schedules, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Securities Purchase Agreement (Demand Media Inc.)

Material Misstatements or Omissions. No To Seller’s knowledge, no representations or warranties by Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished to Buyer in connection herewith or Purchaser pursuant hereto, contains contains, or with respect to other documents to be delivered by Seller at Closing, will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Speedemissions Inc)

Material Misstatements or Omissions. No representations or warranties by Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule heretofore or hereafter furnished to Buyer pursuant hereto, or in connection herewith or pursuant heretowith the transactions contemplated hereby, including, without limitation, the Disclosure Schedule, contains or will contain as of the Closing Date any untrue statement of a material fact, or omits or will omit to state as of the Closing Date any material fact necessary to make the material statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (NTN Buzztime Inc)

Material Misstatements or Omissions. No representations or warranties by the Seller in this Agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished by the Seller to the Buyer in connection herewith or pursuant hereto, hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained therein and the circumstances in which they are made not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (All American Sportpark Inc)

Material Misstatements or Omissions. No representations or warranties by Seller Buyer in this Agreement nor any document, exhibitstatement, certificate or schedule furnished or to Buyer in connection herewith or be furnished to Seller pursuant hereto, contains or will contain any untrue statement of a material fact, or omits or will omit to state any a material fact necessary to make the statements or facts contained therein not misleading. Copies of all documents furnished to Buyer hereunder are true and complete copies of the originals thereof in all material respects.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Tenera Inc)

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