Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 5 contracts

Samples: Employment Agreement (Gateway International Holdings Inc), Share Exchange Agreement (Gateway International Holdings Inc), Share Exchange Agreement (Gateway International Holdings Inc)

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Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or thereinherein, in the light of the circumstances under which they were made, not misleading.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC), Common Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any Related Agreement, nor any statement made in any Company Schedule or any certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Citrix Systems Inc), Stock Purchase Agreement (Descartes Systems Group Inc), Agreement and Plan of Merger and Reorganization (Citrix Systems Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Taleo Corp)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder Purchaser in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or thereinherein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, nor any statement made by either Shareholder in this Agreement or any Schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Concord Communications Inc), Agreement and Plan of Reorganization (Red Hat Inc)

Representations Complete. None of the representations or and warranties ------------------------ made by the Company nor any statement made by either Shareholder in this Agreement or any Exhibit, Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits omit to state any material fact required to be stated therein, or necessary in order to make the statements contained herein or thereinmade, in the light of the circumstances under which made, they were made not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sohu Com Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders Company pursuant to this AgreementAgreement contains, contains or will contain at the Effective Time, any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Capnia, Inc.), Agreement and Plan of Merger (Avocent Corp)

Representations Complete. None of the representations or warranties made by the Company in this Agreement or any Related Agreement, nor any statement made by either Shareholder in this Agreement or any Schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Citrix Systems Inc), Agreement and Plan of Merger (Citrix Systems Inc)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, any Related Agreement or any Related Certificate, nor any statement made in the Disclosure Schedule or any certificate furnished by either Shareholder in the Company pursuant to this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Related Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Ixys Corp /De/)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or the Shareholders (as modified by the Disclosure Schedule) in this Agreement or and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Company or the Shareholders pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Share Purchase Agreement (Pc Tel Inc), Securities Purchase Agreement (Pc Tel Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained herein or thereinherein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (TechCare Corp.), Common Stock Purchase Agreement (TechCare Corp.)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Shareholders in this Agreement or Article III, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders any Shareholder pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Taleo Corp)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any Related Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harris Stratex Networks, Inc.), Agreement and Plan of Merger (Smith Micro Software Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Sellers in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or thereinherein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any other Transaction Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Entrust Inc)

Representations Complete. None of the representations or warranties made by the Buyer in this Agreement, nor any statement made by either Shareholder in this Agreement or any Buyer Schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Red Hat Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder Seller or Principals in this Agreement or in any agreement, Schedule or certificate furnished by the Shareholders pursuant to this AgreementClosing document referenced herein, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Asset Purchase Agreement (Assure Holdings Corp.)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Buyer in this Agreement or any Related Agreement, nor any statement made in Disclosure Schedule or any certificate furnished by the Shareholders Buyer pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gb Sciences Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any Related Agreement, nor any statement made in the Company Disclosure Schedule or any certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, (i) contains any untrue statement of a material fact, or (ii) omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Livongo Health, Inc.)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Shareholders in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Share Exchange Agreement (Gateway International Holdings Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders Company pursuant to this AgreementAgreement or any Transaction Document, contains or will contain at the Closing any untrue statement of a material fact, or omits or will omit at the Closing to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bio Key International Inc)

Representations Complete. None of Neither the representations or warranties made by the Shareholders, nor any statement made by either Shareholder in this Agreement or any Schedule or certificate furnished by the Shareholders or the Company pursuant to this Agreement, contains contain any untrue statement of a material factfact or, or to the knowledge of the Shareholders, omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Siebert Financial Corp)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Stockholders herein or in this Agreement any exhibit or schedule hereto, including the Disclosure Letter, or in any Schedule or certificate furnished by the Shareholders Stockholders pursuant to this Agreement, when all such documents are read together in their entirety, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natus Medical Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or any of its Subsidiaries (as modified by the Disclosure Schedule) in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altiris Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder Buyer in this Agreement or any Schedule or certificate furnished by the Shareholders Buyer pursuant to this Agreement, contains when taken together, contain any untrue statement of a material fact, or omits omit to state any material fact necessary in order required by such representations or warranties to make the statements contained herein or therein, in the light of the circumstances under which made, not misleadingbe disclosed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coeur Mining, Inc.)

Representations Complete. None Neither any of the representations or warranties made by the Company in this Agreement, nor any statement statements made by either Shareholder in this Agreement or any Schedule any, exhibit, schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Merger Agreement (Mercury Interactive Corporation)

Representations Complete. None of the representations or warranties made by the Company in this Agreement, nor any statement made by either Shareholder in this Agreement or any Company Schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Red Hat Inc)

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Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company (as modified by the Disclosure Letter) in this Agreement or Agreement, and none of the statements made in any Schedule schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, contains any untrue statement of a material fact, fact or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Acquisition Agreement (Taleo Corp)

Representations Complete. None of the representations or warranties made by the Company or the Founders in this Agreement, nor any statement made by either Shareholder in this Agreement the Disclosure Schedule or any Schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adventrx Pharmaceuticals Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder Seller in this Agreement or any Schedule or certificate furnished by the Shareholders Seller pursuant to this Agreement, contains when taken together, contain any untrue statement of a material fact, or omits to state any material fact necessary in order required by such representations or warranties to make the statements contained herein or therein, in the light of the circumstances under which made, not misleadingbe disclosed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coeur Mining, Inc.)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Companies in this Agreement or any Ancillary Agreement, nor any statement made in the Disclosure Schedule or any certificate furnished by the Shareholders Companies pursuant to this Agreement or any Ancillary Agreement, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Asta Funding Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any statement made in any Schedule or certificate furnished by the Shareholders Company pursuant to this AgreementAgreement contains or will contain at the Effective Time, contains any untrue statement of a material fact, or omits or will omit at the Effective Time to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intel Corp)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or any of the Company Stockholders (as modified by the Company Disclosure Schedule) in this Agreement or and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders Company or the Company Stockholders pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization by And (Forbes Medi Tech Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or the Principal Shareholders (as modified by the Disclosure Schedule) in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Company or the Principal Shareholders pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compuware Corp)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or Shareholders herein or in this Agreement or any Schedule hereto, including the Company Disclosure Schedule, or certificate furnished by the Shareholders Company pursuant to this Agreement, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Registration Rights Agreement (Quiksilver Inc)

Representations Complete. None of the representations or warranties made by the Company, nor any statement made by either Shareholder in this Agreement or any Schedule or certificate furnished by the Shareholders Company pursuant to this Agreement, Agreement contains any untrue statement of a material fact, fact or to their knowledge omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Stock Acquisition and Exchange Agreement (Pinnacle Systems Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder of the Company in this Agreement or any statement made in any Schedule or certificate furnished by the Shareholders Company as of the Closing pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact reasonably necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Share Purchase Agreement (Marrone Bio Innovations Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company in this Agreement or any Related Agreement, nor any statement made in the Company Schedule or any certificate furnished by the Shareholders Company pursuant to this Agreement, when taken together, (i) contains any untrue statement of a material fact, or (ii) omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or the Shareholders (as modified by the Disclosure Schedule) in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Company or the Shareholders pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Altiris Inc)

Representations Complete. None of the representations No representation or warranties nor any statement warranty made by either Shareholder the Company contained in this Agreement or any Schedule or certificate furnished by the Shareholders pursuant to this Agreement, and no statement contained in the Company Disclosure Schedule or in any certificate furnished to Parent or Sub pursuant to any provision of this Agreement (subject to the applicable Knowledge qualifications) contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Versata Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder the Company or the Sellers (as modified by the Schedules) in this Agreement or Agreement, and none of the statements made in any Schedule exhibit, schedule or certificate furnished by the Shareholders Company or the Sellers pursuant to this Agreement, Agreement contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Photonix Inc)

Representations Complete. None of the representations or warranties made by the Buyer in the Agreement, nor any statement made by either Shareholder in this Agreement or any Schedule or certificate furnished by the Shareholders Buyer pursuant to this Agreement, Agreement contains any untrue statement of a material fact, fact or to its knowledge omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Appears in 1 contract

Samples: Stock Acquisition and Exchange Agreement (Pinnacle Systems Inc)

Representations Complete. None of the representations or warranties nor any statement made by either Shareholder Seller or Principals in this Agreement or in any Schedule agreement, schedule or certificate furnished by the Shareholders pursuant to this Agreementdocument referenced herein, when taken together, contains any untrue statement of a material fact, or omits to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.. ​

Appears in 1 contract

Samples: Asset Purchase Agreement (Assure Holdings Corp.)

Representations Complete. None of the representations and warranties made by the Compgeeks Shareholders or warranties Compgeeks herein, nor any statement made by either Shareholder in this Agreement or any Exhibit, Schedule or certificate furnished by the Shareholders pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits omit to state any material fact required to be stated therein, or necessary in order to make the statements contained herein or thereinmade, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Share Exchange Agreement (Compgeeks Inc)

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