Common use of Material Disclosures Clause in Contracts

Material Disclosures. No representation, warranty, covenant or agreement by the Selling Parties contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to ABEV and Purchaser in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All Schedules and Exhibits hereto and all writings furnished to ABEV and Purchaser hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by the Selling Parties herein and all other agreements and instruments delivered in connection herewith or pursuant hereto and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date. There are no facts, conditions, or aspects relating to the past or present operations of Seller and the Business which are not set forth herein which would have a material adverse affect upon the operation of the Business after the Closing Date or ABEV and Purchaser's investment decision in consummating the transactions contemplated hereby, and none of the Selling Parties know of any fact, event or action which could result in a material adverse change in the Business, prospects, financial condition or results of operations of Seller and the Business or the operation or ownership of the Assets by ABEV and Purchaser following the Closing. The records of Seller relating to the Business are accurate and complete in all material respects and there are no matters as to which appropriate entries have not been made in such records.

Material Disclosures. No Unless otherwise provided herein, no representation, warranty, covenant or agreement by the Selling Parties Sellers contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to ABEV and Purchaser in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All ; all Schedules and Exhibits hereto and all writings furnished to ABEV and Purchaser hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All ; all representations, warranties, covenants and agreements made by the Selling Parties Sellers herein and all other agreements and instruments delivered in connection herewith or pursuant hereto and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date. There ; there are no facts, conditions, or aspects relating to the past or present operations of Seller Sellers and the Business which are not set forth herein which would have a material adverse affect upon the operation of the Business after the Closing Date or ABEV and Purchaser's investment decision in consummating acquiring the transactions contemplated herebyPurchased Assets, and none of the Selling Parties Sellers know of any fact, event or action which could result in a material adverse change in the Business, prospects, financial condition or results of operations of Seller and the Business or the operation or ownership of the Purchased Assets by ABEV and Purchaser following the Closing. The ; the records of Seller Sellers relating to the Business are accurate and complete in all material respects and there are no matters as to which appropriate entries have not been made in such records.

Material Disclosures. No representation, warranty, covenant or agreement by the Selling Parties contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to ABEV and Purchaser Subsidiary in connection with the transactions contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. All Schedules and Exhibits hereto and all writings furnished to ABEV and Purchaser Subsidiary hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by the Selling Parties herein and all other agreements and instruments delivered in connection herewith or pursuant hereto and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date. There are no facts, conditions, or aspects relating to the past or present operations of Seller GFI and the Business which are not set forth herein which would have a material adverse affect upon the operation of the Business after the Closing Date or ABEV and PurchaserSubsidiary's investment decision in consummating the transactions contemplated herebyMerger, and none of the Selling Parties know of any fact, event or action which could result in a material adverse change in the Business, prospects, financial condition or results of operations of Seller GFI and the Business or the operation or ownership of the Assets by ABEV and Purchaser Subsidiary following the Closing. The records of Seller GFI relating to the Business are accurate and complete in all material respects and there are no matters as to which appropriate entries have not been made in such records.