Disclosure and Reliance Clause Samples

Disclosure and Reliance. PBS has disclosed to MBI all facts material to the transactions contemplated in this Agreement. None of the information, documents, certificates or instruments furnished or to be furnished by PBS, or any of their representatives, to MBI or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated hereby are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading in light of the circumstances under which made. To the extent that any portion of the representations and warranties made herein were made to PBS knowledge, each such party represents that they have made due and reasonable inquiry with respect thereto.

Disclosure and Reliance. To Parent’s and Seller’s knowledge, neither the information set forth in this Agreement nor the disclosures in the Disclosure Schedule contain any untrue statement of material fact or omit to state any material fact necessary in order to make Seller’s and Parent’s representations, warranties or disclosures not misleading in light of the circumstances in which made. The representations and warranties made herein are made by Seller and Parent with the expectation that Purchaser is placing reliance thereon.

Disclosure and Reliance. Neither the information set forth in this Agreement nor the disclosures in the Disclosure Schedule contain any untrue statement of material fact or omit to state any material fact necessary in order to make the Initial Members’ representations, warranties or disclosures not misleading in light of the circumstances in which made. The representations and warranties made herein are made by the Initial Members with the expectation that Purchaser is placing reliance thereon.

Disclosure and Reliance. Seller has disclosed to Buyer all facts material to the transactions contemplated in this Agreement. None of the information, documents, certificates or instruments furnished or to be furnished by Seller or any of its representatives to Buyer or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated thereby or hereby are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading. The representations and warranties made herein are made by Seller with the knowledge and expectation that Buyer is placing reliance thereon. To the extent that any portion of the representations and warranties made herein were made to Seller's knowledge, Seller represent that it has made due and reasonable inquiry with respect thereto.

Disclosure and Reliance. None of the information, documents, certificates or instruments furnished by Seller or the Shareholders to Purchaser or any of its representatives in connection with this Agreement are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading. The representations and warranties made herein are made by Seller and the Shareholders with the knowledge and expectation that Purchaser is placing reliance thereon. To the extent that any portion of the representations or warranties made herein were made to Seller's or any Shareholder's knowledge, Seller and the Shareholders represent that they have made due and reasonable inquiry with respect thereto. Purchaser acknowledges and affirms that such party has had access to such of the books, records, and other materials and information regarding the Seller and the Business and the Assets, deemed necessary by Purchaser to evaluate the merits and risks of the transactions contemplated by this Agreement and acknowledges that it has relied solely on the representations, warranties and covenants contained in this Agreement and the Schedules and its own investigation in entering into this Agreement.

Disclosure and Reliance. (Omitted.)

Disclosure and Reliance. Seller and ▇▇▇▇▇▇▇ have disclosed to Buyer all facts material to the transactions contemplated in this Agreement. None of the information, documents, certificates or instruments furnished or to be furnished by Seller, ▇▇▇▇▇▇▇ or any of their representatives, to Buyer or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated hereby are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading in light of the circumstances under which made. To the extent that any portion of the representations and warranties made herein were made to Seller's or ▇▇▇▇▇▇▇'▇ knowledge, each such party represents that they have made due and reasonable inquiry with respect thereto.

Disclosure and Reliance. None of the information, documents, certificates or instruments furnished or to be furnished by the Company or any of its representatives to ConAgra or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated thereby are false or misleading in any material respect or contain any misstatement of fact or omit to state any facts required to be stated to make the statements therein not misleading in any material respect.

Disclosure and Reliance. The Buyer is not aware of any other matters or liabilities, contingent or otherwise, which materially adversely affects or has a substantial likelihood in the future of materially adversely affecting the assets or business of the Buyer taken as a whole. No representation or warranty by the Buyer in this Agreement, nor any statement or certificate furnished or to be furnished to the Seller pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact known to the Buyer necessary to make the statements contained herein or therein not misleading. The representations and warranties made herein are made by Buyer with the knowledge and expectation that the Company and the Seller is placing reliance thereon.