Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Information clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Information. You hereby represent and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, (a) all factual written information and written data (other than the Projections and other than information of a general economic or industry specific nature, the "Information"), that has been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby, when taken as a whol...e after giving effect to all supplements and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made and (b) the Projections that have been or will be made available to the Commitment Parties by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby have been, or will be, prepared in good faith based upon assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such that (with respect to Information and Projections provided prior to the Closing Date relating to the Target and its subsidiaries, to the best of your knowledge) such representations and warranties are correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, shall constitute a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder or the funding of the Credit Facilities on the Closing Date. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (i) will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections.View More
Information. You hereby represent and warrant that, as covenant (and with respect to information related to the Target and its subsidiaries and businesses, Acquired Business, to the best of your knowledge, knowledge) that (a) all factual written information and written data (other than the Projections and other than information of a general economic or industry specific nature, the nature) (the "Information"), taken as a whole, that has been or will be made available to any the Commitment Party Parties by yo...u or on your behalf by any of your representatives on your behalf in connection with the Transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, is or will be, when furnished, be (as of the date made available), correct in all material respects and does not or will not, when furnished, not (as of the date made available), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole with all other information made available (taken in combination with the information contained in your and the Acquired Business's filing on form 10-K for the fiscal year 2017 with the Securities and Exchange Commission, excluding any items disclosed as "risk factors" or in any "forward-looking statements" therein), not materially misleading in light of the -8- circumstances under which such statements were or are made (after giving effect to all supplements and updates with respect thereto) and (b) the Projections projections and other forward-looking information that have been or will be made available to the Commitment Parties by you or on your behalf by any of your representatives on your behalf in connection with the Transactions contemplated hereby (the "Projections") have been, been or will be, be prepared in good faith based upon assumptions that are believed by you the preparer thereof to be reasonable at the time prepared and at the time the related Projections are so furnished; it when made (it being understood and agreed that the such Projections are as to future events and are not to be viewed as facts, the Projections facts or a guarantee of financial performance or achievement, are subject to significant uncertainties and contingencies, many of which are beyond your control, that the control of you, the Projections, by their nature, are inherently uncertain and no assurance can be assurances are being given that any particular the results reflected in the Projections will be realized achieved and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results Projections and such differences may be material. You agree that, if material). If, at any time prior to from the date hereof until the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties contained in the preceding foregoing sentence would not be incorrect correct in any material respect if the Information and the or Projections were being furnished, and such representations and warranties were being made, at such time, then you will (and with respect time (prior to the Target and its subsidiaries, Closing Date, to your knowledge with respect to Information and or Projections provided relating to the Acquired Business), then you agree to (or, prior to the Closing Date, will with respect to information relating to the Acquired Business, use commercially reasonable efforts efforts, to the extent practical and appropriate and subject to and not in contravention of the Acquisition Agreement, cause the Acquired Business to) promptly supplement supplement, or cause to be supplemented, the Information and or Projections from time to time so that the Projections such that (with respect to Information and Projections provided prior representations (prior to the Closing Date relating to the Target and its subsidiaries, Date, to the best of your knowledge) such representations knowledge with respect to the Acquired Business) and warranties are contained in this paragraph remain correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach circumstances. For the avoidance of such representations and warranties. Notwithstanding anything to doubt, the contrary contained in this Commitment Letter or the Fee Letter, none of the making accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, cured or supplemented, in and of itself, shall constitute not be a condition precedent to the availability of the commitments and obligations of the Initial Lenders Commitment Parties hereunder or the funding of the Credit Facilities Facility on the Closing Date. In arranging and syndicating the Credit Facilities, each of You acknowledge that the Commitment Parties (i) will be entitled to use and rely primarily relying on the accuracy of the Information and the Projections furnished to it by or on behalf of you without responsibility for independent verification thereof thereof. 6 5. Fees. As consideration for MSSF's and (ii) does not assume responsibility for MUFG's commitment hereunder and the accuracy Arrangers' agreement to perform the services described herein, you agree to pay the non-refundable fees set forth in the Fee Letter delivered herewith from the Arrangers to you relating to the Facility and dated the date hereof (the "Fee Letter"). MSSF and MUFG reserve the right to employ the services of one or completeness more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to them in such manner as they and their respective affiliates may agree. You acknowledge that the Commitment Parties may share with any of their affiliates, and such affiliates may share with the Commitment Parties, any information related to the Transactions, you and your subsidiaries or the Acquired Business or any of the Information or matters contemplated hereby in connection with the Projections. Transactions, in each case on a confidential basis. View More
Information. You hereby represent and warrant that, as that (with respect to information relating to the Target and its subsidiaries subsidiaries, to your knowledge and businesses, provided that such representation and warranty is not a condition precedent to the best of your knowledge, commitment hereunder) (a) all factual written information and written data of a factual nature (other than the Projections Projections, forecasts, other forward looking information, budgets, estimates and other than informati...on of a general economic or industry specific nature, nature) about the "Information"), Borrower, the Target and their respective subsidiaries, and the Transactions, (collectively, the "Information") that has been or will be made available to any Commitment Party us by you you, the Target or by any of your or their representatives on your or their behalf in connection with the Transactions transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein taken as a whole not materially misleading in light of the -8- circumstances under which such statements are made (giving effect to all supplements and updates provided thereto) and (b) the Projections and other forward looking information that have been or will be made available to us by you, the Commitment Parties by you Target or by any of your or their respective representatives on your or their behalf in connection with the Transactions transactions contemplated hereby have been, been or will be, be prepared in good faith based upon assumptions that are believed by you believe to be reasonable at the time prepared made and at the time the related such Projections are so furnished; made available to us; it being understood by the Lenders that the such Projections are as to future events and are not to be viewed as facts, the such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. material, and that no assurance can be given that the projected results will be realized and that the Projections are not a guarantee of performance. You agree that, if at any time prior to the later earlier of the Closing Date occurrence of a Successful Syndication and the Syndication date that is sixty (60) days after the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect (to your knowledge with respect to Information and Projections and any forward looking information relating to the Target and its subsidiaries) in any material respect if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will use commercially reasonable efforts to) to promptly supplement the Information and the Projections so that such that (with representations will be correct (to your knowledge with respect to Information and Projections provided prior to the Closing Date relating to the Target and its subsidiaries, to the best of your knowledge) such representations and warranties are correct subsidiaries) in all material respects under those circumstances, it being understood circumstances; provided, that the obligation to supplement the Information and the Projections under this sentence shall not in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything event terminate prior to the contrary contained in this Commitment Letter or the Fee Letter, none of the making Closing Date. The accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or in and of itself, shall not cured, shall constitute be a condition precedent to the availability of the commitments and obligations of the Initial Lenders your obligation hereunder or the funding of the Credit Facilities on the Closing Date. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (i) we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections. thereof. View More
Information. You hereby represent and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, that (a) all factual written information (excluding any projections or forward-looking statements and written data (other than the Projections and other than information of a general economic or industry specific nature, the "Information"), information) that has been or will be made available to any Commitment Party us by you or by any on behalf of your representatives on y...our behalf the Company in connection with the Transactions contemplated hereby, (the "Information") does not or will not, when furnished and taken as a whole after giving effect to all supplements and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or will not, when theretofore furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made, provided that, with respect to any Information prepared by or on behalf of or relating to the Acquired Company or its subsidiaries, the foregoing representation and warranty is made only to your knowledge, and (b) the Projections projections, if any, that have been or will be made available to us by or on behalf of the Commitment Parties by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby Company have been, been or will be, be prepared in good faith based upon assumptions that are believed by you the Company to be reasonable at the time prepared made and at the time the related Projections any such projections are so furnished; it made available to us (it being understood recognized that the Projections are as to future events and are not to be viewed as facts, the Projections projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can control and are not to be given that any particular Projections will be realized and viewed as facts, that actual results during the period or periods covered by any such Projections the projections may differ significantly from the projected results and results, that such differences may be material. material, and that no assurance can be given that any projection will be realized). You agree that, that if at any time prior to the later termination of the Closing Date and the Syndication Date, this Commitment Letter you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and and, if applicable, the Projections projections were being furnished, and such representations and warranties were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will promptly supplement (or use commercially reasonable efforts to) promptly supplement to supplement, in the case of Information and the Projections such that (with respect to Information and Projections provided prior to the Closing Date relating to the Target Acquired Company and its subsidiaries, to subsidiaries) the best of your knowledge) Information and/or the projections, as applicable, so that such representations and warranties are will be correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations circumstances. We will be entitled to use and warranties. rely primarily on the Information and, if applicable, the projections without responsibility for independent verification thereof. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, Letters, it is understood and agreed that none of the making of any representation or warranty under this Section 4, the foregoing representations, provision of any supplements thereto, supplement to any Information or the projections or the accuracy of any such representations and warranties, whether representation, warranty or not cured, supplement shall constitute a condition precedent to the availability commitment of any Commitment Party with respect to the commitments and obligations of the Initial Lenders hereunder Term Facility or the funding of the Credit Facilities Term Facility on the Closing Date. In arranging 2 5. Fees. As consideration for our commitments hereunder and syndicating our agreements to perform the Credit Facilities, each of services described herein, you agree to pay to us the fees set forth in this Commitment Parties (i) will be entitled Letter and in the fee letters dated the date hereof and delivered herewith with respect to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections. Term Facility (the "Fee Letters"). View More
Information. Company and IBC each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
Information. Company and IBC TRILLIUM each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
Information. Company and IBC CP US each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
Information. Company and IBC TARPON each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.
Information. IGNG and GG each represent that prior to the execution of this Agreement, they have had the opportunity to seek the advice of counsel, that they fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made by or to them except as expressly stated in this Agreement. SETTLEMENT AGREEMENT Page 13 18. OWNERSHIP AND AUTHORITY. IGNG and GG represent and warrant that they have not sold, assigned transferred, conveyed or otherw...ise disposed of any or all of any claim, demand, right or cause of action, relating to any matter which is covered by this Agreement, and each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter into and perform this Agreement and that this Agreement is a binding obligation of each, enforceable in accordance with its terms.View More
Information. IGNG Company and GG Creditor each represent that prior to the execution of this Agreement, they have had the opportunity to seek the advice of counsel, that they fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made by or to them except as expressly stated in this Agreement. SETTLEMENT AGREEMENT Page 13 18. OWNERSHIP AND AUTHORITY. IGNG 7 10. Ownership and GG Authority. Company and Creditor represent and warrant ...that they have not sold, assigned assigned, transferred, conveyed or otherwise disposed of any or all of any claim, demand, right right, or cause of action, relating to any matter which is covered by this Agreement, and that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter into and perform this Agreement and that this Agreement is a the binding obligation of each, enforceable in accordance with its terms. View More
Information. IGNG Company and GG RCP each represent that prior to the execution of this Agreement, they have had the opportunity to seek the advice of counsel, that they fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made by or to them except as expressly stated in this Agreement. SETTLEMENT AGREEMENT Page 13 18. OWNERSHIP AND AUTHORITY. IGNG 7 10. Ownership and GG Authority. Company and RCP represent and warrant that they ...have not sold, assigned assigned, transferred, conveyed or otherwise disposed of any or all of any claim, demand, right right, or cause of action, relating to any matter which is covered by this Agreement, and that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter into and perform this Agreement and that this Agreement is a the binding obligation of each, enforceable in accordance with its terms. View More
Information. The Company will furnish to Newbridge such information as Newbridge reasonably requests in connection with performing its services. In performing its services, Newbridge will use and rely upon the information furnished by the Company as well as publicly available information regarding the Company. Accordingly, Newbridge shall be entitled to assume and rely upon the accuracy and completeness of all such information and is not required to independently verify any information, whether publicly avai...lable or otherwise furnished to it, including any financial information, forecasts or projections. For any financial forecasts and projections made available to Newbridge, Newbridge may assume that the forecasts and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company. If, in Newbridge's opinion after completing its due diligence process, the condition or prospects of the Company, financial or otherwise, are not substantially as represented or do not fulfill Newbridge's expectations, Newbridge shall have the sole discretion to determine whether to continue to participate in a Corporate Advisory assignment.View More
Information. The Company will furnish and will request the other parties to an M&A Transaction to furnish, to Newbridge such information as Newbridge reasonably requests in connection with performing its services. In performing its services, Newbridge will use and rely upon the information furnished by the Company and the other parties to a Transaction as well as publicly available information regarding the Company. Company and the other parties to a Transaction. Accordingly, Newbridge shall be entitled to a...ssume and rely upon the accuracy and completeness of all such information and is not required to independently verify any information, whether publicly available or otherwise furnished to it, including any financial information, forecasts or projections. For any financial forecasts and projections made available to Newbridge, Newbridge by the Company or the other parties to a Transaction, Newbridge may assume that the forecasts and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company. Company or the other parties to a Transaction. If, in Newbridge's opinion after completing its due diligence process, the condition or prospects of the Company, financial or otherwise, are not substantially as represented or do not fulfill Newbridge's expectations, Newbridge shall have the sole discretion to determine whether to continue to participate in a Corporate Advisory assignment. any proposed M&A Transaction. View More
Information. (a) To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When any Dealer opens an account, Agent will ask for the name(s), address(es), date(s) of birth, and other information that will allow Agent to identify each Dealer, and its owner(s) and Guarantor(s) as applicable. Agent may also ask to see driver's licenses or other i...dentifying documents related to each Dealer, and its owner(s) and Guarantors as applicable. Failure to comply with such requests will constitute a Default under the Agreement. (b) Each Dealer irrevocably authorizes Agent to investigate and make inquiries of former, current, or future creditors or other persons and credit bureaus regarding or relating to such Dealer (including, to the extent permitted by law, any holders of such Dealer's Capital Securities). Agent and each Lender may provide to any Lender Affiliate or any third parties any financial, credit or other information regarding each Dealer (including, to the extent permitted by law, any holders of such Dealer's Capital Securities) that Agent or such Lender may at any time possess, whether such information was supplied by any Dealer or otherwise obtained by such Agent or Lender. Further, each Dealer irrevocably authorizes and instructs any third parties (including without limitation, any Vendors or customers of Dealers) to provide to Agent any credit, financial or other information regarding a Dealer that such third parties may at any time possess.View More
Information. (a) To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When any Dealer opens an account, Agent Lender will ask for the name(s), address(es), date(s) of birth, and other information that will allow Agent Lender to identify each Dealer, and its owner(s) and Guarantor(s) as applicable. Agent Lender may also ask to see driver'...s licenses or other identifying documents related to each Dealer, and its owner(s) and Guarantors as applicable. Failure to comply with such requests will constitute a Default under the Agreement. (b) Each Dealer irrevocably authorizes Agent Lender to investigate and make inquiries of former, current, or future creditors or other persons and credit bureaus regarding or relating to such Dealer (including, to the extent permitted by law, any equity holders of such Dealer's Capital Securities). Agent and each Dealer). Lender may provide to any Lender Affiliate or any third parties any financial, credit or other information regarding each Dealer (including, to the extent permitted by law, any equity holders of such Dealer's Capital Securities) Dealer) that Agent or such Lender may at any time possess, whether such information was supplied by any Dealer to Lender or otherwise obtained by such Agent or Lender. Further, each Dealer irrevocably authorizes and instructs any third parties (including without limitation, any Vendors or customers of Dealers) Dealer) to provide to Agent Lender any credit, financial or other information regarding a Dealer that such third parties may at any time possess. View More
Information. During the Engagement Period or until the completion of the Solicitation, the Company agrees to cooperate with Dawson and to furnish, or cause to be furnished, to Dawson, any and all information and data concerning the Company, and the Solicitation that Dawson reasonably deems appropriate (the "Information"). The Company will provide Dawson reasonable access during normal business hours from and after the date of execution of this Warrant Solicitation Agreement until the date of the completion o...f the Solicitation to such Information and Company personnel who maintain such Information. Except as contemplated by the terms hereof or as required by applicable law, Dawson will keep strictly confidential all non-public Information concerning the Company provided to Dawson. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by Dawson, (b) was known or became known by Dawson prior to the Company's disclosure thereof to Dawson as demonstrated by the existence of its written records, (c) becomes known to Dawson from a source other than the Company, and other than by the breach of an obligation of confidentiality owed to the Company, or (d) is disclosed by the Company to a third party without restrictions on its disclosure.View More
Information. During the Engagement Period or until the completion of the Solicitation, Closing, the Company agrees to cooperate with Dawson and to furnish, or cause to be furnished, to Dawson, any and all information and data concerning the Company, and the Solicitation Offering that Dawson reasonably deems appropriate (the "Information"). The Company will provide Dawson reasonable access during normal business hours from and after the date of execution of this Warrant Solicitation Agreement engagement lette...r until the date of the completion Closing to all of the Solicitation Company's assets, properties, books, contracts, commitments and records and to such Information the Company's officers, directors, employees, appraisers, independent accountants, legal counsel and Company personnel who maintain such Information. other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Dawson will keep strictly confidential all non-public Information concerning the Company provided to Dawson. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by Dawson, (b) was known or became known by Dawson prior to the Company's disclosure thereof to Dawson as demonstrated by the existence of its written records, (c) becomes known to Dawson from a source other than the Company, and other than by the breach of an obligation of confidentiality owed to the Company, or (d) is disclosed by the Company to a third party without restrictions on its disclosure. disclosure or (e) is independently developed by Dawson. View More
Information. During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be furnished, to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the "Information"). The Company will provide Aegis reasonable access during normal business hours from and after the date of execution of this Agreement until the date of the Closing to all of the Company's assets, properties, books, contracts, comm...itments and records and to the Company's officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Aegis will keep strictly confidential all non-public Information concerning the Company provided to Aegis. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company's disclosure thereof to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its written records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available relating to the Company's proprietary technology is proprietary and confidential. 3 14. No Third Party Beneficiaries; No Fiduciary Obligations. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or short positions and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated by this Agreement. During the course of Aegis's engagement with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such other companies.View More
Information. During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be furnished, to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the "Information"). The Company will provide Aegis reasonable access during normal business hours from and after the date of execution of this Agreement engagement letter until the date of the Closing to all of the Company's assets, properties, book...s, contracts, commitments and records and to the Company's officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Aegis will keep strictly confidential all non-public Information concerning the Company provided to Aegis. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company's disclosure thereof to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its written records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available relating to the Company's proprietary technology is proprietary and confidential. 3 14. No Third Party Beneficiaries; No Fiduciary Obligations. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or short positions and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated by this Agreement. During the course of Aegis's engagement with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such other companies.View More
Information. During the Engagement Period or until the Closing, the Company agrees to cooperate with Aegis and to furnish, or cause to be furnished, to Aegis, any and all information and data concerning the Company, and the Placement that Aegis deems appropriate (the "Information"). The Company will provide Aegis reasonable access during normal business hours from and after the date of execution of this Agreement engagement letter until the date of the Closing to all of the Company's assets, properties, book...s, contracts, commitments and records and to the Company's officers, directors, employees, appraisers, independent accountants, legal counsel and other consultants and advisors. Except as contemplated by the terms hereof or as required by applicable law, Aegis will keep strictly confidential all non-public Information concerning the Company provided to Aegis. No obligation of confidentiality will apply to Information that: (a) is in the public domain as of the date hereof or hereafter enters the public domain without a breach by Aegis, (b) was known or became known by Aegis prior to the Company's disclosure thereof to Aegis as demonstrated by the existence of its written records, (c) becomes known to Aegis from a source other than the Company which information is not provided by the breach of an obligation of confidentiality owed to the Company, (d) is disclosed by the Company to a third party without restrictions on its disclosure or (e) is independently developed by Aegis as demonstrated by its written records. For the avoidance of doubt, except as otherwise provided herein, all information which is not publicly available relating to the Company's proprietary technology is proprietary and confidential. 3 14. No Third Party Beneficiaries; No Fiduciary Obligations. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that: (i) Aegis is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of Aegis hereunder, all of which are hereby expressly waived; and (ii) Aegis is a full service securities firm engaged in a wide range of businesses and from time to time, in the ordinary course of its business, Aegis or its affiliates may hold long or short positions and trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or loans of the companies which may be the subject of the transactions contemplated by this Agreement. During the course of Aegis's engagement with the Company, Aegis may have in its possession material, non-public information regarding other companies that could potentially be relevant to the Company or the transactions contemplated herein but which cannot be shared due to an obligation of confidence to such other companies.View More
Information. It is understood that Nominee may receive certain non-public information concerning the Company. If Nominee receives any such information, he agrees to hold such information in confidence and not make any disclosure of information concerning the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body ...of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. Nominee agrees that he shall, upon learning that disclosure of such information concerning the Company is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.View More
Information. It is understood that Nominee Mr. Ajdler may receive certain non-public information concerning the Company. If Nominee Mr. Ajdler receives any such information, he agrees to hold such information in confidence and not make any disclosure of information concerning the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court... or governmental body of competent jurisdiction, or (iii) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. Nominee Mr. Ajdler agrees that he shall, upon learning that disclosure of such information concerning the Company is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Company and allow the Company to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. View More
Information. You hereby represent that (a) all written information (other than the Projections, forward-looking statements, estimates and general economic or industry specific information) (the "Information") that has been or will be furnished to us or any of our affiliates or any Lender or potential Lender by you, the TWG Business, or any of your or its representatives does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to... make the statements contained therein, in light of the circumstances under which such statements were made, not materially misleading (when taken as a whole and after giving effect to all supplements and updates thereto); provided, that such representation with respect to the TWG Business prior to the Closing Date is made only to the best of your knowledge and (b) the Projections, estimates and forward-looking information that have been or will be made available to us or any of our affiliates or any Lender or potential Lender by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time of the delivery of such Projections, estimates and other forward-looking information (it being understood that such Projections are subject to significant uncertainties and contingencies, any of which are beyond your control, and that no assurance can be given that any particular Projection will be realized). If at any time, any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you 5 will (and with respect to the TWG Business, use your commercially reasonable efforts to) promptly supplement, or cause to be supplemented, the Information and Projections so that (to the best of your knowledge with respect to the TWG Business prior to the Closing Date) such representations will be correct in all material respects at such time until (i) if a Successful Syndication has been achieved by the Closing Date, the Closing Date or (ii) if a Successful Syndication has not been achieved by the Closing Date, the earlier of (x) the achievement of a Successful Syndication and (y) 60 days after the Closing Date. You acknowledge that we will be entitled to use and rely on the Information and Projections without independent verification thereof. We reserve the right to employ the services of one or more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and our affiliates may agree. You acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information related to the Transactions, you and your subsidiaries or the TWG Business or any of the matters contemplated hereby in connection with the Transactions, in each case on a confidential basis.View More
Information. You hereby represent and warrant (with respect to information relating to the Target Business, to the best of your knowledge) that (a) all written information (other than the Projections, forward-looking statements, estimates projections and other forward looking information (the "Projections") and information of a general economic or industry specific information) industry-specific nature) (the "Information") that has been or will be furnished made available to us or any of our affiliates or an...y Lender or potential Lender by you, the TWG Target Business, or any of your or its representatives in connection with the Transactions is or will be, when taken as a whole and when furnished, complete and correct in all material respects and does not or will not, when taken as a whole and when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, therein not materially misleading in light of the circumstances under which such statements were made, not materially misleading (when taken as a whole and after giving are made (giving effect to all supplements and updates thereto); provided, that such representation with respect thereto from time to the TWG Business prior to the Closing Date is made only to the best of your knowledge time) and (b) the Projections, estimates and forward-looking information Projections that have been or will be made available to us or any of our affiliates or 5 any Lender or potential Lender by you or any of your representatives in connection with the Transactions have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time of the delivery of such Projections, estimates and other forward-looking information furnished (it being understood that such Projections are subject to significant uncertainties and contingencies, any of which are beyond your control, and that no assurance can be given that any particular Projection will be realized). If at any time, any of the representations in the preceding sentence would realized and that actual results may differ and such differences may be incorrect in any material respect if material). You agree to supplement the Information and Projections were being furnished, and such representations were being made, at such time, then you 5 will (and with respect from time to the TWG Business, use your commercially reasonable efforts to) promptly supplement, or cause to be supplemented, the Information and Projections so that (to the best of your knowledge with respect to the TWG Business prior to the Closing Date) such representations will be correct in all material respects at such time until (i) if a Successful Syndication has been achieved by the Closing Date, the Closing Date or (ii) if a Successful Syndication has not been achieved by the Closing Date, the earlier later of (x) the achievement of a Successful Syndication Funding Date and (y) 60 days after the Closing Date. Syndication Date so that the representations and warranties in the immediately preceding sentence remain correct. You acknowledge that we will be entitled to use and rely on the Information and Projections without independent verification thereof. We reserve the right to employ the services of one or more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and our affiliates may agree. You acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information related to the Transactions, you and your subsidiaries or the TWG Target Business or any of the matters contemplated hereby in connection with the Transactions, in each case on a confidential basis. Transactions. View More
