Common use of No Omissions or Misstatements Clause in Contracts

No Omissions or Misstatements. To the best knowledge of Sellers or Owners, there is no fact material to the Assets, the Leased Property, liabilities or the Business which has not been set forth or described in this Agreement or in the Exhibits hereto and that is material to the conduct, operations or financial condition of Sellers, the Business, the Leased Property or the Assets. None of the information included in this Agreement and Exhibits hereto, or other documents furnished or to be furnished by Owners or Sellers, or any of their representatives, contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact necessary in order to make any of the statements herein or therein not misleading in light of the circumstances in which they were made. Copies of all documents referred to in any Exhibit hereto have been delivered or made available to Buyer and constitute true, correct and complete copies thereof and include all amendments, exhibits, schedules, appendices, supplements or modifications thereto or waivers thereunder. The representations and warranties of Sellers and Owners in this Agreement or in any document delivered pursuant to this Agreement shall not be affected or deemed waived by reason of the fact that Buyer knew or should have known that any representation or warranty is or might be inaccurate in any respect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Advocat Inc)

No Omissions or Misstatements. To the best knowledge of Sellers or OwnersSeller and Shareholders, there is no fact material to the Assets, the Leased Propertyliabilities, liabilities Business or prospects of Seller or the Business which has not been set forth or described in this Agreement or in the Exhibits hereto and that is material to the conduct, prospects, operations or financial condition of SellersSeller, the Business, the Leased Property Business or the Assets. None To the best knowledge of Seller and Shareholders, none of the information included in this Agreement and Exhibits hereto, or other documents furnished or to be furnished by Owners Shareholders or SellersSeller, or any of their its representatives, contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact necessary in order to make any of the statements herein or therein not misleading in light of the circumstances in which they were made. Copies of all documents referred to in any Exhibit hereto have been delivered or made available to Buyer and constitute true, correct and complete copies thereof and include all amendments, exhibits, schedules, appendices, supplements or modifications thereto or waivers thereunder. The representations and warranties of Sellers and Owners in this Agreement or in any document delivered pursuant to this Agreement shall not be affected or deemed waived by reason of the fact that Buyer knew or should have known that any representation or warranty is or might be inaccurate in any respect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Capstone Pharmacy Services Inc)

No Omissions or Misstatements. To the best knowledge of Sellers or Owners, there There is no fact material to the Assetsassets, the Leased Propertyliabilities, liabilities business or prospects of Seller or the Business Hospital which has not been set forth or described in this Agreement or in the Exhibits hereto which, to the best knowledge of Seller and that Members, is material to the conductbusiness, operations or financial condition of Sellersthe Hospital. To the best of Seller's knowledge, the Business, the Leased Property or the Assets. None none of the information included in this Agreement and Exhibits hereto, or other documents furnished or to be furnished by Owners or Sellers, Seller or any of their representatives, its representatives contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact necessary in order to make any of the statements herein or therein not misleading in light of the circumstances in which they were mademisleading. Copies of all documents referred to in any Exhibit hereto have been delivered or made available to Buyer and constitute true, correct and complete copies thereof and include all amendments, exhibits, schedules, appendices, supplements or modifications thereto or waivers thereunder. The representations and warranties of Sellers Seller and Owners Members set forth in this Agreement or in any document delivered pursuant to this Agreement hereto shall not be affected or deemed waived by reason of the fact that the Buyer knew or should have known that any such representation or warranty is is, or might be be, inaccurate in any respect.

Appears in 1 contract

Sources: Asset Purchase Agreement (New American Healthcare Corp)