Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. None of the --------------------------------------- representations or warranties made by Seller (or the employees, agents or representatives of Seller) in this agreement nor any document, statement, certificate or schedule furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer pursuant hereto, or in connection with the transactions contemplated hereby, 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 of fact contained herein or therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- representations No representation or warranties made warranty by Seller (Shareholder or the employees, agents or representatives of Seller) Merging Entity contained in this agreement nor Agreement or in any document, statement, certificate certificate, Schedule or schedule financial statement furnished or to be furnished to Parent by Seller (or the employeeson behalf of Shareholder or Merging Entity, agents or representatives any of Seller) them, pursuant to Buyer pursuant hereto, this Agreement or in connection with the transactions contemplated herebyby this Agreement contains, contains or will contain when furnished contain, any untrue statement statements of a material fact, or omits omits, or will then omit to state state, a material fact necessary to make the statements of fact contained herein or therein not misleading. 3.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Buyer made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished to Seller or any Member by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- representations No representation or warranties made warranty by Seller (Shareholder or the employees, agents or representatives of Seller) Sellers in this agreement nor Agreement, or in any document, exhibit, statement, certificate certificate, document or schedule furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer pursuant heretoto this Agreement, or in connection with the transactions contemplated herebyby this Agreement, contains or will contain at the Closing Date any untrue statement of a material fact, or intentionally omits or will omit to state a any material fact necessary to make the statements of fact or facts contained herein or therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations Seller or warranties either Shareholder made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer by or on behalf of Seller or either Shareholder pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- No representations or warranties made by Seller (or the employees, agents or representatives of Seller) such Stockholder in this agreement nor Agreement or in any document, written information, exhibit, statement, certificate or schedule furnished heretofore or to be hereinafter furnished by Seller (such Stockholder or the employees, agents or representatives any of Seller) its Representatives to Buyer or any of its Representatives pursuant hereto, or in connection with the transactions contemplated hereby, by 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 of fact or facts contained herein or therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- No representations or warranties made by Seller (the Stockholders or the employees, agents or representatives of Seller) Company contained in this agreement nor any Agreement and no document, statement, certificate certificate, schedule or schedule exhibit furnished or to be furnished by Seller (the Stockholders or the employees, agents or representatives of Seller) Company to Buyer pursuant heretohereunder, or in connection with the transactions contemplated hereby, contains contain 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 of fact statement and facts contained herein or therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- No representations or warranties made by any Seller (or the employees, agents or representatives of Seller) in this agreement nor Agreement or in any document, written information, exhibit, statement, certificate or schedule furnished heretofore or to be hereinafter furnished by any Seller (or the employees, agents or representatives any of Seller) its Representatives to Buyer or any of its Representatives pursuant hereto, or in connection with the transactions contemplated hereby, by 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 of fact or facts contained herein or therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Seller made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement or any Exhibit hereto, nor any document, statementSchedule, certificate or schedule instrument furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer by or on behalf of Seller pursuant hereto, or in connection with the transactions contemplated herebyto this Agreement, contains (or will contain when furnished) any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements of fact contained herein or therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- representations No representation or warranties made warranty by Seller (or Owners contained in this Agreement or the employeesschedules attached hereto, agents and no document or representatives of Seller) in this agreement nor any document, statement, certificate or schedule furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer pursuant hereto, or in connection herewith or with the transactions contemplated hereby, contains or will contain any an untrue statement of a material fact, fact or omits or will omit to state a material fact necessary to make the statements of fact contained herein or therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Buyer made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished to Seller or Shareholders by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Purchaser made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished to Seller or any Seller by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer Purchaser pursuant hereto, hereto or in connection with the transactions Transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- representations No representation or warranties warranty made by Seller (or the employees, agents or representatives of Seller) in this agreement nor Agreement or in any documentrelated agreement, statementschedule, exhibit or certificate or schedule furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer or its counsel or advisers pursuant heretoto this Agreement or any related agreement, or in connection with the transactions contemplated hereby, under this Agreement or any related agreement (each a "Furnished Document") 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 of fact contained herein or therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Seller made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any documentdocuments, statement, certificate or schedule other information furnished or to be furnished to Purchaser by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer AWG pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Buyer made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement or any Exhibit hereto, nor any document, statementSchedule, certificate or schedule instrument furnished or to be furnished to Seller by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer pursuant hereto, or in connection with the transactions contemplated herebyto this Agreement, contains (or will contain when furnished) any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements of fact contained herein or therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Buyer made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished to any of the Seller Parties by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None of To Seller’s and the --------------------------------------- representations Companies’ Knowledge, no representation or warranties made warranty by Seller (or the employees, agents or representatives of Seller) in this agreement nor Agreement and no statement contained in the Disclosure Schedules or any document, statement, certificate or schedule other document furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer or Parent or any of their Representatives pursuant hereto, or in connection with the transactions contemplated hereby, 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 therein, in light of fact contained herein or therein the circumstances in which they are made, not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations Seller or warranties of Member made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer by or on behalf of Seller or Member pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None of No representation or warranty by the --------------------------------------- representations or warranties made by Seller (or the employees, agents or representatives of Seller) Buyer in this agreement nor Agreement or any documentschedule, statementexhibit, certificate certificate, or schedule other document furnished or to be furnished by the Buyer to Seller (or the employees, agents or representatives of Seller) pursuant to Buyer pursuant hereto, or in connection with the transactions contemplated hereby, 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 to make the statements made therein, in light of fact contained herein or therein the circumstances under which they were made, not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- No representations or warranties made by Seller (the Company or the employees, agents or representatives of Seller) Stockholder in this agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished or to be furnished by Seller (or to the employees, agents or representatives of Seller) to Buyer pursuant 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 any material fact necessary to make the statements of fact or facts contained herein or therein not misleading.

Material Misstatements or Omissions. None of the --------------------------------------- representations No representation or warranties warranty made by Seller (or the employees, agents or representatives of Seller) in this agreement nor Agreement or in any documentrelated agreement, schedule, exhibit, statement, certificate certificate, chart, list, letter, compilation or schedule other document furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer or its counsel or advisers pursuant heretoto this Agreement or any related agreement, or in connection with the transactions contemplated hereby, under this Agreement or any related agreement (each a "Furnished Document") 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 of fact contained herein or therein not misleading.

Material Misstatements or Omissions. None To the Knowledge of the --------------------------------------- Shareholder and the Company, no representations or warranties made by Seller (or the employees, agents or representatives of Seller) Shareholder in this agreement Agreement, nor any document, exhibit, statement, certificate or schedule furnished or to be furnished by Seller (or to the employees, agents or representatives of Seller) to Buyer Acquiring Companies pursuant 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 any material fact necessary to make the statements of fact or facts contained herein or therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Buyer made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished to Seller or either Shareholder by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations Shareholders or warranties of Seller made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer by or on behalf of Shareholders or Seller pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations Seller or warranties Shareholders made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer by or on behalf of Seller or Shareholders pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of any of the --------------------------------------- representations or warranties Seller Parties made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished by Seller (or the employees, agents or representatives of Seller) to Buyer by or on behalf of any of the Seller Parties pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.

Material Misstatements or Omissions. None No representation or warranty of the --------------------------------------- representations or warranties Buyer made by Seller (or the employees, agents or representatives of Seller) in this agreement Agreement, nor any Schedule, document, statement, certificate or schedule other information furnished or to be furnished to Shareholders or Seller by Seller (or the employees, agents or representatives on behalf of Seller) to Buyer pursuant hereto, hereto or in connection with the transactions contemplated hereby, contains (or will contain when furnished contain) any untrue statement of a material fact, or omits (or will omit then omit) to state a material fact necessary in order to make the statements statement of fact contained herein or facts made therein not misleading.