Common use of No Misrepresentations Clause in Contracts

No Misrepresentations. The representations, warranties and statements made by Seller in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Horizon Health Corp /De/), Limited Liability Company Agreement (Horizon Health Corp /De/)

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No Misrepresentations. The All representations, warranties and statements made by any Seller in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make any such representation, warranty or statement, under in light of the circumstances in under which it is they were made, not materially misleading.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/)

No Misrepresentations. The representations, warranties and statements made by Seller the Sellers in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ckrush, Inc.), Membership Interest Purchase Agreement and Recapitalization Agreement (Suiza Foods Corp)

No Misrepresentations. The representations, warranties and statements made by the Partnership and Seller in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller or the Partnership in accordance with the terms of this Agreement), ) are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 1 contract

Samples: Limited Partner Interest Purchase Agreement (Horizon Health Corp /De/)

No Misrepresentations. The To the Knowledge of Sellers, the representations, warranties and statements made by Seller Sellers and the Selling Persons in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.. ARTICLE III

Appears in 1 contract

Samples: Asset Purchase Agreement

No Misrepresentations. The representations, warranties and statements made by the Company and Seller in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller or the Company in accordance with the terms of this Agreement), ) are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Horizon Health Corp /De/)

No Misrepresentations. The representations, warranties and statements made by Seller the Sellers in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading. The Sellers and the Company have disclosed to CNET all facts and information material to the proposed purchase of the Shares hereunder that is known to such parties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cnet Inc /De)

No Misrepresentations. The representations, warranties and statements made by Seller in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), Schedules hereto) are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading. To the best of the knowledge of Seller, Seller has disclosed to Purchaser all facts known to them that are material to the operations and financial condition of the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Generation Systems Inc)

No Misrepresentations. The representations, warranties and statements made by the Seller in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading. The Seller has disclosed to the Purchaser all facts and information material to the proposed purchase of the Assets hereunder that is known to the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Argyle Security, Inc.)

No Misrepresentations. The representations, representations and warranties and statements made by Seller Sellers in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain as of date made. No representation or warranty by Sellers in this Agreement (including the statements made in the Schedules to this Agreement) or in any other Transaction Document contains any untrue statement of a material fact fact, or omit omits to state any a material fact necessary to make any such representationthe statements contained herein or therein, warranty or statement, under in light of the circumstances in which it is they are made, not misleading.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (American Caresource Holdings, Inc.)

No Misrepresentations. The representationsTo the Knowledge of Seller, the representations and warranties and statements made by Seller and the Selling Persons in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by the related schedules) and the other Seller in accordance with the terms of this Agreement), Documents are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (LTN Staffing, LLC)

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No Misrepresentations. The representations, representations and warranties and statements made by Seller the Sellers in this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), related schedules) are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty representation or statementwarranty, under the circumstances in which it is made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (LTN Staffing, LLC)

No Misrepresentations. The representations, warranties and statements made by Seller in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading. To the Knowledge of Seller, Seller has disclosed to Buyer all facts and information material to the proposed purchase of the Assets and the Business hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intervoice Inc)

No Misrepresentations. The representations, warranties and statements made by Seller and the Selling Person in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or or, to the Knowledge of Seller, omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not materially misleading.. ARTICLE III

Appears in 1 contract

Samples: Asset Purchase Agreement

No Misrepresentations. The representations, warranties and statements made by Seller the Sellers and the Company in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with and the terms of this Agreement), other Transaction Documents are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peerless Manufacturing Co)

No Misrepresentations. The representations, warranties and statements made by Seller and the Selling Person in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or or, to the Knowledge of Seller, omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not materially misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (BG Staffing, Inc.)

No Misrepresentations. The To the Knowledge of Sellers, the representations, warranties and statements made by Seller Sellers and the Selling Persons in or pursuant to this Agreement (including any Disclosure Schedule, Exhibit or certificate furnished by Seller in accordance with the terms of this Agreement), are true, complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such representation, warranty or statement, under the circumstances in which it is made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (BG Staffing, Inc.)

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