Common use of Representations Complete Clause in Contracts

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement contains, or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents delivered to Company Stockholders in connection with soliciting their consent to this Agreement containsand the Merger other than information provided by Parent or Merger Sub, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.. Founder hereby represents and warrants to Buyer as follows in Sections 2.30 through 2.33 inclusive:

Representations Complete. None Without limiting in any way any ------------------------ representations or warranties made by the Company or any Principal Shareholder, none of the representations or warranties made by the Company or the any Principal Stockholders Shareholder (as modified by the Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the any Principal Stockholders Shareholder pursuant to this Agreement contains, contains or will contain at the Effective TimeClosing, any untrue statement of a material fact, or, fact or to the Knowledge of the Company or the Principal Stockholders, their knowledge omits or will omit at the Effective Time 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement containsAgreement, or will contain at furnished in or in connection with documents mailed or delivered to the Effective Timeshareholders of the Company in connection with soliciting their consent to the principal terms of this Agreement and the Merger (to the extent that such documents were prepared by or include information provided by the Company), contains any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties ------------------------ made by the Company or the Principal Stockholders (as modified by the Disclosure Company Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the members of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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 they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementSchedules), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the Company Stockholders in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None To the Company’s knowledge, none of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this Agreement or any Company Related Agreement, and none of the statements made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders any of its Representatives pursuant to this Agreement or any Company Related Agreement contains, or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementLetter), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the Company Shareholders for use in soliciting their consent to this Agreement contains, and the Merger contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Shareholder herein or in any Schedule or Exhibit hereto, including the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this Agreement, and none of the statements made in any exhibit, schedule or certificate certificates furnished by the Company or the Principal Stockholders Shareholder pursuant to this Agreement containsas they relate to Company, the Shareholder or the Merger, when all such documents are read together in their entirety, contain, or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, omits or will omit at the Effective Time to state any material fact about Company or the Shareholder necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement contains, or (as such statement relates to the Company) furnished in or in connection with documents mailed or delivered to the Shareholders for use in soliciting their consent to this Agreement and the Merger contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule Company Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to Shareholder in connection with soliciting Shareholder's consent to this Agreement containsand the Acquisition, contains or will contain at the Effective TimeClosing, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, omits or will omit at the Effective Time Closing to state any material fact 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Company Disclosure Schedule) in this AgreementLetter), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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. The Company has delivered to Parent true, correct and complete copies of all documents, including all amendments, supplements and modifications thereof or waivers currently in effect thereunder, described in the Company Disclosure Letter.

Representations Complete. None of the representations or ------------------------ warranties made herein by the Company or the Principal Stockholders (as modified by the Company Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the shareholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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 they were made, not misleading.

Representations Complete. None of the representations or warranties ------------------------ made by the Company or the Principal Stockholders (as modified by the Company Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement contains, or furnished in or in connection with documents mailed or delivered to the Shareholders for use in soliciting their consent to this Agreement and the Merger contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders herein (as modified by the any Disclosure Schedule) in this AgreementSchedules), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement containsAgreement, (to the extent that such documents were prepared by or include information provided by the Company), contains or will contain at contain, on and as of the Effective TimeClosing Date, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, omits or will omit at omit, on and as of the Effective Time Closing Date, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders in this Agreement (as modified by the Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement contains, or furnished by the Company in or in connection with documents mailed or delivered to the Shareholders for use in soliciting their consent to this Agreement and the Merger contains or will contain at the Effective Time, Time any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.. 27 33 2.28

Representations Complete. None of the representations or warranties ------------------------ made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the shareholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Company Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the Company Shareholders in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or ------------------------ warranties made herein by the Company or the Principal Stockholders (as modified by the Company Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the stockholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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 they were made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the shareholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.. -27- ARTICLE III

Representations Complete. None of the representations or ------------------------ warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementLetter), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the Company Shareholders for use in soliciting their consent to this Agreement contains, and the Merger contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Company Disclosure Schedule) in this AgreementLetter), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the shareholders of the Company in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) Shareholders in this AgreementAgreement (including the Exhibits and the Schedules hereto), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate Exhibit furnished or to be furnished by the or on behalf of either Company or any Shareholder pursuant hereto or thereto or in connection with the Principal Stockholders pursuant to this Agreement containstransactions contemplated hereby, contained, contains or will contain at on the Effective Time, date delivered any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholdersomitted, omits or will omit at the Effective Time on such date to state any material fact necessary in order to make the statements contained herein or thereinmade, in the light of the circumstances under which made, not misleading.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementCompany Schedules), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the Members in connection with soliciting their consent to this Agreement containsand the Merger, contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this Agreement), and none of the statements nor any statement made in any exhibit, schedule Schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement contains, or furnished in or in connection with documents mailed or delivered to the Shareholders for use in soliciting their consent to this Agreement and the Merger contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.

Representations Complete. None of the representations or warranties made by the Company or the Principal Stockholders (as modified by the Disclosure Schedule) in this AgreementLetter), and none of the statements nor any statement made in any exhibit, schedule or certificate furnished by the Company or the Principal Stockholders pursuant to this Agreement, or furnished in or in connection with documents mailed or delivered to the Company Stockholders for use in soliciting their consent to this Agreement contains, and the Merger contains or will contain at the Effective Time, any untrue statement of a material fact, or, to the Knowledge of the Company or the Principal Stockholders, 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.