Common use of Material Misstatements or Omissions Clause in Contracts

Material Misstatements or Omissions. No representation or warranty by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and furnished to the Purchaser pursuant hereto, or in connection with the transactions contemplated hereunder, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation representations or warranty warranties by such Subject Company or the Company contained Shareholders in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and furnished or to be furnished to the Purchaser Buyer pursuant hereto, or in connection with the transactions contemplated hereunderhereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or any Ancillary Agreement to which it is a party or in any document, written information, exhibit, statement, certificate or schedule dated the Closing Date, signed heretofore or hereinafter furnished by the Company and furnished or any of its Representatives to the Purchaser Parent or Sub pursuant hereto, or in connection with the transactions contemplated hereunder, by this Agreement or by such Ancillary Agreements contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation To the Company's knowledge, no representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and heretofore or hereafter furnished to the Purchaser Buyer pursuant hereto, or in connection with the transactions contemplated hereunderhereby, including without limitation the Schedules, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and or other injunction furnished or to be furnished to the Purchaser (or its members) pursuant hereto, or in connection with the transactions contemplated hereunderhereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any Ancillary Agreement, document, written information, exhibit, statement, certificate or schedule dated the Closing Date, signed heretofore or hereinafter furnished by the Company and furnished or any of its Representatives to the Purchaser Tegal or any of its Representatives pursuant hereto, or in connection with the transactions contemplated hereunderhereby or by the Ancillary Agreements, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation or warranty by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any documentthe respective schedules related thereto, exhibit, statement, and no document or certificate furnished or schedule dated the Closing Date, signed by the Company and to be furnished to the Purchaser pursuant hereto, or Buyer in connection herewith or with the transactions contemplated hereunderhereby, contains or will contain any an untrue statement of a material fact, fact or omits or will omit to state any a material fact necessary to make the statements or facts of fact contained herein and or therein not misleading.

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained Parties in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and furnished to the Purchaser pursuant hereto, contains, or in connection with respect to other documents to be delivered by the transactions contemplated hereunderCompany Parties at Closing, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation or warranty by the Company contained in this Agreement (including without limitation the schedules Schedules and all exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company other Transaction Documents and furnished all certificates and other documents to be delivered to the Parent or Purchaser at Closing pursuant hereto, or in connection with to the transactions contemplated hereunder, Transaction Documents contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein therein, in light of the circumstances under which they were made, not misleading.

Material Misstatements or Omissions. No representation or ----------------------------------- warranty by the Company contained or the Seller in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and heretofore or hereinafter furnished or made available to the Purchaser Buyer pursuant hereto, to this Agreement or in connection with the transactions contemplated hereunderby this Agreement, including, without limitation, the Disclosure Schedules, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation representations or warranty warranties by the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, written statement, certificate or schedule dated the Closing Date, signed by the Company and heretofore or hereafter furnished to the Purchaser Parent and Sub pursuant hereto, or in connection with the transactions contemplated hereunderhereby, including without limitation the Disclosure Schedules, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation or warranty by the Purchasers to the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in any document, exhibit, statement, certificate of the other documents or schedule dated the Closing Date, signed agreements contemplated by the Company and furnished to the Purchaser pursuant hereto, or in connection with the transactions contemplated hereunder, this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state any a material fact necessary to make the statements or facts contained herein and or therein not misleading. All representations, covenants and warranties made by or on behalf of the Purchasers in this Agreement will be deemed to have been relied upon by the Company (notwithstanding any investigation by the Company).

Material Misstatements or Omissions. No representation or warranty by ----------------------------------- Keve or the Company contained in this Agreement (including the schedules and exhibits attached hereto), the Registration Rights Agreement, the Commitment Letter or in nor any document, exhibit, statement, certificate or schedule dated the Closing Date, signed by the Company and heretofore or hereinafter furnished to the Purchaser Buyer pursuant hereto, or in connection with the transactions contemplated hereunderhereby, including without limitation the Disclosure Schedule, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements or facts contained herein and therein not misleading.

Material Misstatements or Omissions. No representation or warranty by the Company or the Subsidiaries contained in this Agreement (including or the schedules and exhibits Schedules attached hereto), the Registration Rights Agreement, the Commitment Letter and no document or in any document, exhibit, statement, certificate furnished or schedule dated the Closing Date, signed by the Company and to be furnished or made available to the Purchaser pursuant hereto, or Buyer in connection herewith or with the transactions contemplated hereunderhereby, contains or will contain any an untrue statement of a material fact, fact or omits or will omit to state any a material fact necessary to make the statements or facts of fact contained herein and or therein not misleading.