Common use of Disclosure and Information Clause in Contracts

Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, or the Related Entity and no statement contained in the Disclosure Schedule, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading. (b) To the best knowledge of the Seller, there are no material facts or circumstances that could adversely affect the Equity Interest, the Company, the Related Entity, or the Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company or the Related Entity as a whole which have not been fully and properly disclosed to the Purchaser. (c) The Constitution, minute books and other similar records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date contain true and all material record, of actions taken at meetings and by written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company and the Related Entity. The records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the registered capital of the Company and the Related Entity, except as those maintained by the Company’s registration agent or the relevant Government and Regulatory Authorities.