Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representation or warranty by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and furnished to the Purchaser pursuant hereto, or in connection with the transactions contemplated hereunder, 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 herein and therein not misleading.

Appears in 6 contracts

Samples: Note Purchase Agreement (Regent Assisted Living Inc), Note Purchase Agreement (Regent Assisted Living Inc), Note Purchase Agreement (Regent Assisted Living Inc)

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Material Misstatements or Omissions. No representation representations or warranty warranties by such Subject Company or the Company contained Shareholders in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and furnished or to be furnished to the Purchaser Buyer pursuant hereto, or in connection with the transactions contemplated hereunderhereby, 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 herein and therein not misleading.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Bio Rad Laboratories Inc), Stock Purchase Agreement (Bio Rad Laboratories Inc)

Material Misstatements or Omissions. No representation or warranty by Sellers or the Company contained Corporation in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate certificate, document or schedule dated the Closing Date, signed by the Company and furnished to the Purchaser Buyer pursuant heretoto this Agreement, or in connection with the transactions contemplated hereunderby 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 any material fact necessary to make the statements or facts contained herein and therein not misleading.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rent Way Inc), Stock Purchase Agreement (Rent Way Inc)

Material Misstatements or Omissions. No representation To the Company's knowledge, no representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and heretofore or hereafter furnished to the Purchaser Buyer pursuant hereto, or in connection with the transactions contemplated hereunderhereby, including without limitation the 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 herein and therein not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Core Mark International Inc), Agreement and Plan of Merger (Fleming Companies Inc /Ok/)

Material Misstatements or Omissions. No representation or warranty by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any documentthe respective schedules related thereto, exhibit, statement, and no document or certificate furnished or schedule dated the Closing Date, signed by the Company and to be furnished to the Purchaser pursuant hereto, or Buyer in connection herewith or with the transactions contemplated hereunderhereby, contains or will contain any an untrue statement of a material fact, fact or omits or will omit to state any a material fact necessary to make the statements or facts of fact contained herein and or therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ross Technology Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, written statement, certificate or schedule dated the Closing Date, signed by the Company and heretofore or hereafter furnished to the Purchaser Parent and Sub pursuant hereto, or in connection with the transactions contemplated hereunderhereby, 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 herein and therein not misleading.

Appears in 1 contract

Samples: Agreement of Merger (Semotus Solutions Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and or other injunction furnished or to be furnished to the Purchaser (or its members) pursuant hereto, or in connection with the transactions contemplated hereunderhereby, 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 herein and therein not misleading.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Province Healthcare Co)

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Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained Parties in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and furnished to the Purchaser pursuant hereto, contains, or in connection with respect to other documents to be delivered by the transactions contemplated hereunderCompany Parties at Closing, 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 herein and therein not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Speedemissions Inc)

Material Misstatements or Omissions. No representation or warranty by the Company contained in this Agreement (including without limitation the schedules Schedules and all exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company other Transaction Documents and furnished all certificates and other documents to be delivered to the Parent or Purchaser at Closing pursuant hereto, or in connection with to the transactions contemplated hereunder, Transaction Documents 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 herein and therein therein, in light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chief Auto Parts Inc)

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in Company Disclosure Schedules or, to the knowledge of the Company, any document, exhibit, statement, statement or certificate heretofore or schedule dated the Closing Date, signed by the Company and hereafter furnished to the Purchaser Parent pursuant hereto, or in connection with the transactions contemplated hereunderhereby, 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 herein and therein not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ticketmaster Online Citysearch Inc)

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