Misstatements or Omissions. No representation or warranty made by the Buyer in this Agreement, and no statement contained in any certificate or Schedule furnished or to be furnished by the Buyer to the Sellers and/or the Shareholders pursuant hereto, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make such representation or warranty or such statement not misleading.
Misstatements or Omissions. To advise the Underwriters promptly of the happening of any event known to any of the Ferrellgas Parties within the period during which a prospectus relating to the Units is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, which event could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and to advise the Underwriters promptly if, during such period, it shall become necessary to amend or supplement the Prospectus to cause the Prospectus to comply with the requirements of the Act, and, in each case, during such time, subject to Section 4(f) hereof, to prepare and furnish, at their expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change or to effect such compliance;
Misstatements or Omissions. No representations or warranties by WPS Ltd. in any of the Transaction Documents contain or will contain any untrue statement of material fact, or omit or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.
Misstatements or Omissions. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Registration Statement (as of the effective date of such Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or issuer free writing prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder that is furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto.
Misstatements or Omissions. None of the representations or warranties made by Wheeling Downs and Sportsystems in this Agreement or in any documents, instruments or certificates furnished pursuant hereto or in connection with the transactions contemplated hereby contains any untrue statement of fact, or omits to state any fact necessary to make the statements or facts contained therein not misleading.
Misstatements or Omissions. To the best of Contributor's knowledge, no representation, warranty or statement of Contributor in this Agreement or in any certificate, exhibit or schedule furnished or to be furnished to the Company pursuant to this Agreement 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 therein misleading. To the best of Contributor's knowledge, all such representations, warranties or statements of Contributor are based upon current, accurate and complete information as of the time of their making and there has been no adverse material change in such information subsequent thereto.
Misstatements or Omissions. No representations or warranties by -------------------------- any of Sellers or any of the Companies in the Transaction Documents, or in connection with the transactions contemplated thereby, contains or will contain any untrue statement of a material fact, or omits or will omit to
Misstatements or Omissions. No representations or warranties by such Bowex Xxxreholder contain or will contain any untrue statement of material fact, or omit or will omit to state any material fact necessary to make the statements or facts contained therein not misleading.
Misstatements or Omissions. None of the representations or warranties (a) given by Seller in this Agreement (including the Schedules hereto) or any certificate delivered by Seller at Closing, (b) included in any document, exhibit, written communication, certificate or schedule heretofore prepared by Seller, an Affiliate of Seller or a Representative (commissioned by Seller or an Affiliate of Seller) and furnished by or on behalf of Seller in connection with the transactions contemplated by this Agreement (including any and all materials delivered to and written communication made to any Governmental Authority), or (c) included in any document, exhibit, written communication, certificate or schedule heretofore furnished by or on behalf of Seller in connection with the transactions contemplated by this Agreement, that was not prepared by Seller, an Affiliate of Seller or a Representative (commissioned by Seller or an Affiliate of Seller) (including any and all materials delivered to and written communication made to any Governmental Authority), when taken as a whole, contains any untrue statement of a material fact, or omits to state any material fact necessary to make the statements or facts contained in such representations or warranties, in light of the circumstances in which they were made, not materially misleading.
Misstatements or Omissions. No representations or warranties made by Seller in this Agreement contain or will contain as of the Closing Date any untrue statement of a material fact, or omit or will omit as of the Closing Date to state a material fact necessary to make the statements of facts contained therein not materially misleading. All statements made and data presented by Seller in any certificate, Schedule, Exhibit, chart, list, letter, compilation or other document provided to Purchaser constituting a Schedule or Exhibit attached to this Agreement are deemed to be representations and warranties made by Seller to Purchaser under this Agreement.
