Information Clause Example with 37 Variations from Business Contracts
This page contains Information clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Information" Clause from Business Contracts
Information. You hereby represent The Borrower represents and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, (a) covenants that (i) all factual written information and written data Information (other than financial projections) provided directly or indirectly to Goldman Sachs or 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 Lenders in connection with the Transactions transactions contemplated hereby, hereunder by the Borrower concerning the Borrower or the Acquired Business is and will be, when taken as a whole after giving effect to all supplements whole, complete and updates provided thereto, is or will be, when furnished, correct in all material respects (it being understood that prior to the Acquisition, with respect to the Acquired Business and its representatives, such representations may be to the best of the Borrower's knowledge) and does not or and will not, when furnished, not 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 and (ii) the -8- circumstances under which such statements are made and (b) the Projections financial projections that have been or will be made available to Goldman Sachs or the Commitment Parties Lenders by you or by any on behalf of your representatives on your behalf in connection with the Transactions contemplated hereby Seller, the Acquired Business or the Borrower have been, or been and 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 such financial projections are furnished to Goldman Sachs or the time the related Projections are so furnished; Lenders, it being understood and agreed that the Projections are as to future events and financial projections are not to be viewed as facts, the Projections are subject to significant uncertainties a guarantee of financial performance 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 financial projections and such differences may be material. You agree that, that if at any time prior to the later of (i) the Closing Date and (ii) the Syndication Date, you become aware that termination of the syndication of the Bridge Facilities as determined by Goldman Sachs, any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections financial projections were being furnished, and such representations were being made, at such time, then you will (and with respect promptly supplement, or cause 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 be supplemented, the Information and the Projections such financial projections so 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 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 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. circumstances. In arranging and syndicating the Credit Bridge Facilities, each of the Commitment Parties (i) we will be entitled to use and rely primarily on the Information and the Projections financial projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy thereof. We will have no obligation to conduct any independent evaluation or completeness appraisal of the Information assets or liabilities of the Projections. Borrower, the Seller, the Acquired Business or any other party or to advise or opine on any related solvency issues. View More
Information. You hereby represent and warrant that, as to that (in the Target case of Information (as defined below) regarding the Acquired Business and its subsidiaries and businesses, business, to the best of your knowledge, (a) knowledge) all factual written information and written data (other than the Projections and other than information of a general economic or industry specific nature, nature) (the "Information") provided by or on behalf of the "Information"), that has been Borrower or will be made a...vailable its representatives to any the Commitment Party by you Parties or by any of your representatives on your behalf the Lenders in written form in connection with the Transactions 5 transactions contemplated hereby, hereby (including, for the avoidance of doubt, all Information set forth in the Lender Presentation) does not, when taken as a whole after giving effect to all supplements whole, and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, furnished and when taken as a whole, 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, when taken as a whole, not materially misleading when taken as a whole and in light of the -8- circumstances under which such statements are were made and (b) the Projections that have been (giving effect to any supplements then 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. theretofore furnished). You agree that, that if at any time prior to the later of (i) the Closing Date and (ii) 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 such 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, (or with respect to Information and Projections provided prior relating to the Closing Date, Acquired Business, to the extent practical and appropriate and in all instances not in contravention of the terms of the Merger Agreement as in effect on the date hereof you will use commercially reasonable efforts to) promptly supplement the supplement, or cause to be supplemented, such Information and the Projections such so 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 will be correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of circumstances (or with respect to Information relating to the Acquired Business, to your knowledge, such representations and warranties. Notwithstanding anything to the contrary contained will be correct 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. all material respects under those circumstances). In arranging and syndicating the Credit Facilities, each of Facility, the Commitment Parties (i) Arranger will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof thereof, and (ii) does not assume responsibility for you acknowledge and agree that the accuracy Arranger will have no obligation to conduct any independent evaluation or completeness appraisal of the Information assets or liabilities of the Projections. Borrower, the Acquired Business or any other person or to advise or opine on any related solvency issues. View More
Information. You hereby represent Borrower represents and warrant that, as to the Target covenants that (i) all written information, documentation 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 materials made available to any the Commitment Party by you or by any of your representatives ...on your behalf Parties in connection with the Transactions transactions and agreements contemplated hereby, hereby (collectively, the "Information") (other than financial projections, forecasts and other forward looking statements (collectively, the "Projections")) is and will be, when taken as a whole after giving effect to all supplements whole, complete and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or and will not, when furnished, not 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 and (ii) the -8- circumstances under which such statements are made and (b) the Projections financial projections that have been or will be made available to the Commitment Parties by you or by any on behalf of your representatives on your behalf in connection with the Transactions contemplated hereby Borrower have been, or been and 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 such financial projections are furnished to the time the related Projections are so furnished; Commitment Parties, it being understood and agreed that the Projections are as to future events and financial projections are not to be viewed as facts, the Projections are subject to significant uncertainties a guarantee of financial performance 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 financial projections and such differences may be material. You agree that, that if at any time prior to the later of the DIP 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 information and the Projections financial projections were being furnished, and such representations were being made, at such time, then you will (and with respect promptly supplement, or cause to be supplemented, the Target information 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 financial projections so 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 will be correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure circumstances. The Commitment Parties will have no obligation to conduct any breach of such representations and warranties. Notwithstanding anything to the contrary contained in this Commitment Letter independent evaluation or the Fee Letter, none appraisal of the making assets or liabilities of the foregoing representations, Borrower or any supplements thereto, other party or the accuracy of to advise or opine on 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. related solvency issues. View More
Information. You hereby represent represent, warrant and warrant that, as covenant that (and, with respect 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 other than the Projections and other than information of a general economic or industry specific nature, industry-specific nature (including the "Information"), Materials, the "Information") that has been or will be made availab...le to any Commitment Party us by or on behalf of you or by the Acquired Business or any of your or their respective 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, furnished and when taken as a whole, complete and correct in all material respects respects, (b) none of the Information shall, when furnished or on the Closing Date and does not or will not, when furnished, taken as a whole, 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 made, and (b) the Projections (c) all projections and other forward-looking information that have been or will be made available to the Commitment Parties us by or on behalf of you or by the Acquired Business or any of your or their respective representatives on your behalf in connection with (collectively, the Transactions contemplated hereby "Projections") have been, been or will be, be prepared in good faith based upon (i) accounting principles consistent with the most recent historical audited financial statements of the Acquired Business and (ii) assumptions that are believed by you to be reasonable at the time prepared made and at the time the related Projections are so furnished; it made available to us (it being understood that the Projections are as to future events and are not to be viewed as facts, the any such Projections are subject to significant uncertainties and contingencies, many some of which are beyond your control, that no assurance can be given that any particular Projections will be realized and realized, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and that such differences may be material. 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 or Projections were then being furnished, 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 were then being made, you shall, at such time, supplement promptly such Information and/or Projections, as the case may be, in all material respects under those circumstances, it being understood in each case order that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything warranties will be correct under those circumstances. You shall be solely responsible for Information and the Projections, including the contents of all Materials other than any contents relating to the contrary contained in this Commitment Letter us 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 our respective affiliates. We (i) will be entitled to use and rely primarily relying on the Information and Information, the Projections and data provided by or on behalf of you or the Acquired Business or any of your or its representatives or otherwise available from generally recognized public sources, without responsibility for independent verification thereof and having independently verified the accuracy or completeness of the same, (ii) does do not assume responsibility for the accuracy or completeness of the Information any such Information, Projections and data and (iii) will not make an appraisal of your assets or liabilities or the Projections. Acquired Business. You shall (i) furnish us with all Information and data that we may reasonably request in connection with our activities on behalf of you and your affiliates and (ii) provide us full access, as reasonably requested, to your officers, directors, employees and professional advisors and use commercially reasonable efforts to provide us full access, as reasonably requested, to those of the Acquired Business; provided that, following the consummation of the Acquisition, you shall cause the Acquired Business to provide us full access, as reasonably requested, to such persons or entities. 7 6. Clear Market. You agree that, from the date hereof until the earlier of (a) the date on which a Successful Syndication has been achieved, provided that such date shall not be earlier than the Closing Date and (b) the date that is 60 days after the Closing Date, you will not, and you will not permit the Acquired Business or any of your or its respective affiliates to, directly or indirectly, (i) syndicate, place, sell or issue, (ii) attempt or offer to syndicate, place, sell or issue, (iii) announce or authorize the announcement of the syndication, placement, sale or issuance of, or (iv) engage in discussions concerning the syndication, placement, offering, sale or issuance of, any debt facility, or debt, the Acquired Business or any of your or its respective affiliates (other than the Debt Financing contemplated hereby) reasonably likely to adversely affect syndication, including any renewals or refinancings of any existing debt facility, without our prior written consent, which may be given or withheld in our sole discretion. 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Information. You hereby represent The Company represents and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, (a) warrants that (i) all factual written information and written data (other than the Projections financial projections, forward looking information, budgets, estimates and other than information of a general economic or general industry specific nature, nature), including, for the "Information"), that has been avoidance of doubt, the Confidential In...formation Memorandum and the Lender Presentation (the "Information") provided directly by, or will be made available on behalf of, the Company to any Commitment Party by you or by any of your representatives on your behalf in connection with the Transactions transactions contemplated hereby, hereunder is and will be, at the time Peabody Energy Company January 11, 2017 Page 7 it was (or hereafter is) furnished, when taken as a whole after giving effect to all supplements whole, complete and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or and will not, when not contain, as of the time it was (or hereafter is) 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 therein, in light of the -8- circumstances under which such statements are made (after giving effect to all supplements and (b) updates thereto), not materially misleading and (ii) the Projections financial projections that have been or will be made available to the Commitment Parties or the Lenders by you or by any on behalf of your representatives on your behalf in connection with the Transactions contemplated hereby Company have been, or been and 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 such financial projections are furnished to the time the related Projections are so furnished; Commitment Parties, it being understood and agreed that the Projections are as to future events and financial projections are not to be viewed as facts, the Projections are subject to significant uncertainties a guarantee of financial performance 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 financial projections and such differences may be material. You agree that, that if at any time prior to the later Closing Date of the Closing Date and the Syndication Date, you become aware that Term Loan Facility any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections financial projections were being furnished, and such representations were being made, at such time, then you will (and with respect promptly supplement, or cause 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 be supplemented, the Information and the Projections such financial projections so 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 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 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. circumstances. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (i) Term Loan Facility, we will be entitled to use and rely primarily on the Information and the Projections financial projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy thereof. We will have no obligation to conduct any independent evaluation or completeness appraisal of the Information assets or liabilities of the Projections. Company or any other party or to advise or opine on any related solvency issues. 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 and written data (other than information, including the Information Materials but excluding the Projections and other than information of a general economic or industry specific nature, the (the "Information"), that has been or will be made available to any Commitment Party us by you or by any of your representatives on your behalf i...n connection with the Transactions transactions contemplated hereby, when 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 whole, does not or will not, when furnished, furnished to us, 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 (giving effect to all supplements thereto) and (b) the Projections financial projections and other forward-looking information (the "Projections") that have been or will be made available to the Commitment Parties us by you or by any of your representatives on your 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 to be reasonable at the time prepared and at furnished to us (it being recognized by the time the related Commitment Parties that such 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 facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results results, and such differences may be material. material). You agree that, if that if, at any time prior to the later of (a) the Closing Date and (b) the earlier of (i) Successful Syndication and (ii) 60 days after the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the such Information and the or Projections were being furnished, furnished at such time and such representations were being made, at such time, remade, in any material respect, 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 so 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 when remade would be correct, in all material respects respects, under those circumstances, it being understood circumstances. You understand that in arranging 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 Facility we may use and rely primarily on the Information and the Projections without responsibility for independent verification thereof thereof. At the request of the Lead Arranger, you agree to assist in the preparation of a version of each Confidential Information Memorandum or other Information Material (a "Public Version") consisting 4 exclusively of information with respect to you and (ii) does your affiliates that is either publicly available or not assume responsibility material with respect to you and your affiliates, any of your respective securities for purposes of United States federal and state securities laws (such information, "Non-MNPI"). Such Public Versions, together with any other information prepared by you or your affiliates or representatives and conspicuously marked "Public" (collectively, the "Public Information"), which at a minimum means that the word "Public" will appear prominently on the first page of any such information, may be distributed by us to prospective Lenders (other than Disqualified Institutions) who have advised us that they wish to receive only Non-MNPI ("Public Side Lenders"). You acknowledge and agree that, in addition to Public Information and unless you promptly notify us otherwise, (a) drafts and final definitive documentation with respect to the Credit Facility, (b) administrative materials prepared by the Lead Arranger for the accuracy Commitment Parties (such as a lender meeting invitation, allocations and funding and closing memoranda) and (c) notifications of changes in the terms of each Credit Facility may be distributed to Public Side Lenders. In connection with our distribution to prospective Lenders of any Information Materials, you will execute and deliver to us a customary authorization letter authorizing such distribution and containing the representations and warranties set forth in the first sentence of this Section 3 and, in the case of any Public Version thereof or completeness of the Information or the Projections. other Public Information, representing that it only contains Non-MNPI. View More
Information. You hereby represent (but only to your knowledge with respect to any of the information referred to below that is provided by another person that is not your affiliate) and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, (a) covenant that (i) all factual written information and written data (other than the Projections and other than information of a projections ("Projections") and general economic or industry specific nature, the "Information"),... information (the "Information") that has been or and will be made available to any Commitment Party us by you Waitr Holdings, Waitr, the Target or by any of your representatives on your behalf in connection with the Transactions contemplated hereby, or its respective affiliates or representatives, when taken as a whole after giving effect to all supplements whole, is and updates provided thereto, is or will be, be when furnished, furnished complete and correct in all material respects and does not or and will not, when furnished, not 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 made, when taken as a whole, (after giving effect to all supplements and (b) updates thereto through the date furnished) and (ii) the Projections that have been or will be made available to us by Waitr Holdings, Waitr, the Commitment Parties by you Target or by any of your or its respective affiliates or representatives on your behalf in connection with the Transactions contemplated hereby have been, been or will be, be prepared in good faith based upon reasonable assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished; it (it being understood and agreed that the Projections are as to future events and financial projections are not to be viewed as facts, the Projections are subject to significant uncertainties a guarantee of financial performance 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 financial projections and such differences may be material. material). You agree that, that if at any time prior to the later closing and funding of the Closing Date and the Syndication Date, you become aware that Additional Term Loans, any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the or 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 or the Projections such Projections, as the case may be, so 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 will be correct in all material respects under those circumstances, it being understood circumstances. You understand that in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything to arranging 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 Additional Term Loans we may 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 (prior to the occurrence of the Closing Date, solely with respect to the Target and its subsidiaries and businesses, subsidiaries, 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 "Information"), referred to below) that has been or will hereafter be made available to any Commitment Party by you o...r on behalf of you, the Borrower, the Target or by any of your or their respective agents or representatives on your behalf in connection with the Transactions contemplated hereby, (the "Information") to the Commitment Parties or any of their respective affiliates, agents or representatives or to any Lender or any potential Lender is and will be, when furnished and taken as a whole after giving effect to all supplements whole, complete and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or and will not, when furnished, not 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 the light of the -8- circumstances under which such statements were or are made and (b) all financial projections (including financial estimates, forecasts and other forward-looking information, the Projections "Projections"), if any, that have been or will be prepared by you or on your behalf or by any of your representatives and made available to the Commitment Parties by you or by any of your their respective affiliates, agents or representatives on your behalf or to any Lender or any potential Lender in connection with the Transactions contemplated hereby have been, been or will be, be prepared in good faith based upon reasonable assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished; it (it being understood by the Commitment Parties that the 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, contingencies and 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. realized). 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 or warranties in the preceding sentence would be incorrect 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 then, until the Syndication Date, in each case, you will (and with respect promptly supplement, or cause to be supplemented, 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 so 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 will be correct at such time. You agree that, 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 issuing the commitments hereunder and obligations of the Initial Lenders hereunder or the funding of the Credit Facilities on the Closing Date. In in arranging and syndicating the Credit Term Loan Facilities, each of the Commitment Parties (i) we will be entitled to use and rely primarily on the Information and the Projections furnished by you or on your behalf or on behalf of the Target without responsibility for independent verification thereof thereof. Project Yankee - Commitment Letter You agree that the Lead Arrangers may make available any Information and Projections (collectively, the "Company Materials") to potential Lenders by posting the Company Materials on IntraLinks, the Internet or another similar electronic system (the "Platform"). You further agree to assist, at the request of the Lead Arrangers, in the preparation of a version of a confidential information memorandum and other marketing materials and presentations to be used in connection with the syndication of the Term Loan Facility, consisting exclusively of information or documentation that is either (i) publicly available or (ii) not material with respect to the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of foreign, United States federal and state securities laws (all such information and documentation being "Public Lender Information"). Any information and documentation that is not Public Lender Information is referred to herein as "Private Lender Information." You further agree that each document to be disseminated by the Lead Arrangers to any Lender or potential Lender in connection with the Term Loan Facilities will be identified by you as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information. Before distribution of any Company Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Company Materials to a prospective Lender's employees willing to receive Private Lender Information and (ii) does not assume responsibility for a separate letter in which you authorize distribution of Public Lender Information and represent that to your knowledge no Private Lender Information is contained therein, and the accuracy or completeness Company Materials will include exculpations of the Information Lead Arrangers and their respective affiliates with respect to any liability related to the use of the contents of such Company Materials or any related marketing material by the Projections. recipients thereof. You acknowledge that the following documents will contain solely Public Lender Information: (i) drafts and final definitive documentation (including term sheets) with respect to the Term Loan Facilities; (ii) administrative materials prepared by the Lead Arrangers for potential Lenders (e.g. a lender meeting invitation, allocation and/or funding and closing memoranda); and (iii) notification of changes in the terms of the Term Loan Facilities. View More
Information. You agree promptly to prepare and provide to us all information with respect to Peabody and its affiliates and the Transactions, including all financial information and projections (the "Projections"), as we may reasonably request in connection with the Amended Securitization Facility, the Transactions and the Receivables. 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 and writte...n data (other than the Projections and other than information of a general economic or industry specific nature, the "Information"), (the "Information") that has been or will be made available to any Commitment Party us by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby, representatives, when taken as a whole after giving effect to all supplements and updates provided thereto, whole, is or will be, when furnished, correct be complete and accurate in all material respects and does not as of its date or will not, when furnished, contain any untrue statement of a material fact or omit (except as otherwise disclosed to state a material fact necessary in order to make the statements contained therein not materially misleading in light Financial Institutions, as applicable, at such time) as of the -8- circumstances under which such statements are made date so furnished and (b) the Projections that have been or will be made available to the Commitment Parties us by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby have been, been or will be, 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. assumptions. You agree that, if 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 so 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 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 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. circumstances. In arranging and syndicating entering into the Credit Facilities, each of the Commitment Parties (i) Amended Securitization Facility, we will be entitled to use and rely primarily on the Information and the Projections without any responsibility for independent verification thereof thereof. CONFIDENTIAL January 27, 2017 Page 3 Notwithstanding anything contained herein to the contrary, it is hereby acknowledged and agreed by us that (i) any financial or business projections and forward looking statements furnished to us by you or your affiliates, subsidiaries or representatives (or any of them) are subject to significant uncertainties and contingencies, which may be beyond the control of any of them, (ii) does not assume responsibility for no assurance is given by any of you, your affiliates or your subsidiaries that the accuracy results forecast or completeness of suggested in any such models or projections will be realized and (iii) the Information actual results may differ from the forecast or the Projections. suggested results set forth in such models and projections and such differences may be material. View More
Information. You hereby represent and warrant that, as covenant that (i) to your knowledge in the case of Information relating to the Target Odin Acquired Business, all written Information (other than financial projections and its subsidiaries and businesses, to the best of your knowledge, (a) all factual written other forward-looking information and written data (other than the Projections and other than information of a general economic or industry specific nature, nature) provided directly or indirectly b...y the "Information"), that has been Company to the Lead Arrangers or will be made available to any Commitment Party by you or by any of your representatives on your behalf the Lenders in connection with the Transactions transactions contemplated hereby, hereunder is and will be, when furnished and when taken as a whole after and giving effect to all supplements thereto (taken in combination with the information contained in your filings with the U.S. Securities and updates provided thereto, is or will be, when furnished, Exchange Commission), complete and correct in all material respects and does not or and will not, when furnished, not 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 therein, in light of the -8- circumstances under which such statements are made they were made, not materially misleading and (b) (ii) the Projections financial projections and other forward-looking information that have been or will be made available to the Commitment Parties by you Lead Arrangers or by any of your representatives on your behalf the Lenders in connection with the Transactions transactions contemplated hereby hereunder by or on behalf of the Company have been, or been and 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 such financial projections and at other forward-looking information are furnished to the time Lead Arrangers or the related Projections are so furnished; Lenders, it being understood and agreed that the Projections are as to future events and financial projections are not to be viewed as facts, the Projections a guarantee of financial performance and 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 party's projections may be realized realized, and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results financial projections and such differences may be material. You agree that, if that if, at any time prior to the later of (x) the Closing Date and (y) the 8 Successful Syndication Date, you become aware that (as defined in the Facilities Fee Letter) of the Facilities, any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections financial projections were being furnished, and such representations were being made, at such time, time (prior to the Closing Date, to your knowledge with respect to information, projections and other forward looking information relating to the Odin Acquired Business), then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided (or, prior to the Closing Date, will with respect to information relating to the Odin Acquired Business, use commercially reasonable efforts efforts, to the extent practical and appropriate and subject to and not in contravention of the Odin Acquisition Agreement, cause the Odin Acquired Business to) promptly supplement supplement, or cause to be supplemented, the Information and the Projections financial projections so that such that (with respect to Information and Projections provided prior representations (prior to the Closing Date relating Date, to your knowledge with respect to the Target and its subsidiaries, to the best of your knowledge) such representations and warranties are Odin Acquired Business) 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 and warranties. circumstances. Notwithstanding anything to set forth above, 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, and any obligation to supplement the information and projections shall constitute not be 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. Lead Arrangers hereunder. View More
