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 represent, warrant and warrant that, as to the Target covenant that (a) all written information concerning you and its your subsidiaries and businesses, to the best of your knowledge, (a) all factual written information and written data their respective business (other than the Projections financial projections, estimates, forecasts and budgets and other than forward-looking information (collectively, the "Projections") and information of a general economic or industry speci...fic nature, the "Information"), nature) (the "Information") that has been or will be made available to any Commitment Party by you us or by any of your representatives our respective affiliates by or 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, of you is or will be, when furnished, complete and correct in all material respects respects, when taken as a whole, 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 (after giving effect to the updates provided for in the penultimate sentence of this Section 2) and (b) the Projections that have been or will be made available to the Commitment Parties us or any of our affiliates by or on behalf of 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 the preparer thereof to be reasonable at the time prepared made and at the time the related Projections are so furnished; it made available to us or any of our affiliates (it being understood acknowledged that the (i) such Projections are merely a prediction as to future events and are not to be viewed as facts, the (ii) 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 (iii) the actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and (iv) no guarantee or assurance can be given that the projected results will be realized). In particular, where Projections expressly or implicitly take into account the current market volatility and such differences may widespread impact of the COVID-19 outbreak, the extent of the impact of these developments on the Debtors' and their subsidiaries' operational and financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions, and the impact of the COVID-19 outbreak on overall demand for the Debtors' and their subsidiaries' products and services, all of which are outside of the control of the Debtors or their subsidiaries, highly uncertain and cannot be material. predicted. You agree that, if that if, at any time prior to the later entry of the Closing Date and Final DIP Order approving the Syndication Date, you become aware that DIP Facility, any of the representations representations, warranties and warranties covenants in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations representations, warranties and covenants were being made, at such subsequent 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 so that 2 such representations, warranties and covenants would be correct in material respects; provided, for the avoidance of doubt, there will be no requirement to update previously delivered Projections to reflect new assumptions so long as the assumptions were reasonable at the time made and made available to us or any of our affiliates. Without limiting the representations, warranties and covenants to be contained in the Operative Documents or the Conditions Precedent that (with respect to Information and Projections provided prior are applicable to the Closing Date relating to relevant borrowing, 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 accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, shall constitute not be a condition precedent to the obligations of the Commitment Parties hereunder or 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. DIP Facility. View More
Information. You hereby represent and warrant that, as that on the date hereof, on any subsequent date when any Information (as defined below) or any Projections (as defined below) is delivered or made available to us and on the Closing Date (and, 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 other than the Projections (as defined below), forward-looking information 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 available to any Commitment Party us by or on behalf of you or by any of your representatives on your behalf in connection with respect to the Transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, Company is or will be, when furnished, when taken as a whole, complete and correct in all material respects respects, (b) none of the Information, when taken as a whole, 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 misleading, taken as a whole, in light of the -8- circumstances under which such statements are made (after giving effect to all supplements and (b) the Projections updates thereto), and (c) all projections and other forward-looking information that have been or will be made available to the Commitment Parties any of us by or on behalf of you or by the Acquired Business or any of your or its 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 Acquiror or the Acquired Business (as applicable) and (ii) assumptions that are believed by you to be reasonable at the time prepared and at the time the related Projections are so furnished; it made (it being understood that the any such Projections are as to future events and are not to be viewed as facts, the Projections are not 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 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 and warranties were then being made, you shall, at such time, then you will (and with respect to the Target and its subsidiaries, (i) with respect to Information and and/or 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 you or your subsidiaries, supplement or cause to be supplemented promptly such Information and/or Projections, as the Target and its subsidiaries, to the best of your knowledge) case may be, in order that such representations and warranties are will be correct in all material respects under those circumstances, it being understood circumstances and (ii) with respect to Information and/or Projections relating to the Target or its subsidiaries, cause (or if prior to the Closing Date, use your commercially reasonable efforts to cause) the Target to supplement such information in each case order that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything warranties to your knowledge will be correct in all material respects under those circumstances. You shall be solely responsible for Information, including the contrary contained in this Commitment Letter or the Fee Letter, none contents 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 all Materials. We (i) will be entitled to use and rely primarily relying on the Information and data provided by or on behalf of you or the Projections 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 any such Information 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 the Acquired Business and (ii) provide us full access, as reasonably requested, to your respective 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. View More
Information. You hereby represent and warrant that, as to the Target and its subsidiaries and businesses, covenant that (i) to the best of your knowledge, (a) knowledge in the case of Information relating to the Acquired Business, all factual written information and written data Information (other than the Projections financial projections and other than information of a -7- general economic or industry specific nature, nature) provided directly or indirectly by the "Information"), that has been Company to t...he Commitment Parties 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 and updates provided thereto, is or will be, when 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 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 that have been or will be made available to the Commitment Parties by you 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 and at such financial projections are furnished to the time Commitment Parties 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 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 Successful Syndication of the Closing Date and the Syndication Date, Facilities, 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 financial 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 cause the Target to) promptly supplement supplement, or cause to 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. 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. circumstances. 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, subsidiaries, to the best of your knowledge, knowledge that): (a) all factual written information and written data (other other than the Projections (as defined below) and other than forward-looking statements and information of a general economic or industry specific nature, the "Information"), industry-specific nature that has been or will be made ava...ilable 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 (including the Materials, the "Information"), taken as a whole after giving effect to all supplements and updates provided thereto, whole, is or will be, when furnished, 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 Target, 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. 6 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 their respective 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 any such Information, Projections and data and (iii) will not make an appraisal of the assets or liabilities of the 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 the Projections. entities. 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 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 by 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 7 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 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 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 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 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 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
Information. You hereby represent and warrant that, as to covenant that (i) all written information concerning the Target Company and its subsidiaries and businesses, and, to the best of your knowledge, (a) all factual written the Target and its subsidiaries (other than financial projections, 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 by the "Information"), that ...has been or will be made available Company to any Commitment Party by you or by any of your representatives on your behalf the Arrangers 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, 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 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 or by any of your representatives on your behalf Arrangers 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 the related Projections are so furnished; Arrangers, 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, 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, that if at any time prior to the 8 later of (x) the Closing Date and (y) the Successful Syndication Date, you become aware that 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, 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. 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. circumstances. 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 Information (other than the Projections financial projections and other than forward looking statements and information of a general economic or industry specific nature, nature) provided in writing by or on behalf of the "Information"), that has been Borrower or will be made available to any Commitment Party by you ...or by any of your representatives (or, with respect to Information provided in a data room or otherwise provided after the date hereof, by or on your behalf of the Seller or its representatives) to the Commitment Parties or the Lenders in connection with the Transactions Facility or the other transactions contemplated hereby, hereunder, when taken as a whole after giving effect to all supplements whole, is and updates provided thereto, is or will be, when 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 were made (and after giving effect to all supplements or updates thereto); provided that such representation with respect to any Information provided by or on behalf of the Seller or its representatives is made only to the best of your knowledge and (b) the Projections that have been financial projections provided by or will be made available on behalf of the Borrower or its representatives to the Commitment Parties by you or by any of your representatives on your behalf the Lenders in connection with the Transactions Facility or the other transactions contemplated hereby hereunder 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 the time the related Projections are so furnished; of delivery of such financial projections, it being understood and agreed that the Projections are as to future events and are not to be viewed as facts, the Projections financial 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 financial projection will be realized realized, and that the financial projections are not a guarantee of financial performance and 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; provided further that without limiting the conditions set forth in Section 2 above or Annex C hereto, the accuracy of the representations and warranty set forth in this sentence shall not be a condition precedent to funding of the Facility on the Closing Date. 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 or such financial projections were being furnished, and such representations were being made, at such time, then you will (and with promptly supplement, or cause to be supplemented, such Information or such financial projections so that (with respect to the Target and its subsidiaries, with respect to Information and Projections provided Acquired Assets 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 will be correct under those circumstances in all material respects under those circumstances, it being understood in each case that at 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. time. In arranging and syndicating the Credit Facilities, each of Facility, you acknowledge and agree that the Commitment Parties (i) Arranger 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 that the accuracy Arranger will have no obligation to conduct any independent evaluation or completeness appraisal of the Information Acquired Assets, the assets or liabilities of the Projections. Borrower or any other person 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, (a) covenant that (i) all factual written Information (other than financial projections, estimates, forecasts, forward-looking 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 industry-specific nature) provided directly or will be made available to any Com...mitment Party indirectly by you to the Commitment Parties or by any of your representatives on your behalf the Lenders in connection with the Transactions transactions contemplated hereby, hereunder, when taken as a whole after giving effect to all supplements whole, is and updates provided thereto, is or will be, when furnished, be 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 (giving effect to any written supplements and (b) written updates thereto provided to the Projections Commitment Parties prior to the earlier of the Closing Date or the occurrence of a Successful Syndication) (it being understood that, with respect to the Acquired Business and its subsidiaries, such representations are made to the best of your knowledge) (ii) the financial projections that have been or will be made available to the Commitment Parties or the Lenders by or on behalf of you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby 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 Commitment Parties 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 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 and (iii) the Closing Date shall not occur until at least twenty (20) business days after the initial mailing of a Fund Reorganization Proxy Statement/Prospectus. You agree that, that if at any time prior to the later of (i) the Syndication Date and (ii) 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 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 circumstances. You acknowledge that, 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 Facility, the Commitment Parties (i) 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 Acquired Business, their respective subsidiaries or any other party or to advise or opine on any related solvency issues. View More
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 or formally presented Information (other than the Projections projections and other than forward-looking materials and information of a general economic or industry specific nature, nature) provided directly or indirectly by the "Information"), that has been Acquired Business or ...will be made available the Borrower to any the Commitment Party by you Parties or by any of your representatives on your behalf the Lenders in connection with the Transactions contemplated hereby, is and will be when 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, not contain when furnished, contain when taken as a whole, 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 (in each case after giving effect to all supplements and (b) updates provided thereto); provided, that such representation and covenant with respect to the Projections Acquired Business and its representatives is made to the best of the Borrower's knowledge; and (ii) the projections and other forward-looking information 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 the Acquired Business or the Borrower in connection with the Transactions contemplated hereby 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 Commitment Parties or the related Projections are so furnished; Lenders, it being understood and agreed that the Projections projections and other forward-looking information 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 out of the Borrower or Acquired Business' control, that no assurance can be given that any particular Projections projections will be realized and that actual results during the period or periods covered by any such Projections projections may differ significantly from the projected results 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 any of the representations and warranties in the preceding sentence would be incorrect in any material respect (to the best of your knowledge insofar as it applies to the information concerning the Acquired Business) if the Information and the Projections projections were being furnished, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will Acquired Business, use commercially reasonable reasonably efforts to) promptly supplement to cause the Acquired Business to supplement), the Information and the Projections such 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 in light of the circumstances under those circumstances, which such statements are made (to the best of your knowledge insofar as it being applies to information regarding the Acquired Business). In arranging and syndicating the Bridge Facility, we will be entitled to use and rely on the Information and the projections without responsibility for independent verification thereof. We have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of you, the Acquired Business or any other party or to advise or opine on any related solvency issues. Notwithstanding the foregoing, it is understood that each Commitment Party's commitments hereunder are not subject to or conditioned upon the accuracy of the representations set forth in each case that such supplementation shall cure any breach of such representations this Section 4, and warranties. Notwithstanding 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 shall 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 Bridge Facility on the Closing Date. Date or at any time thereafter. 6 5. Indemnification and Related Matters. In arranging connection with arrangements such as this, it is our firm's policy to receive indemnification. The Borrower agrees to the provisions with respect to our indemnity and syndicating the Credit Facilities, each of the other matters set forth in Annex A, which is incorporated by reference into this 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. Letter. View More
Information. You hereby represent 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 (other than financial projections, estimates, forecasts, forward-looking 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 industry-specific nature) provided directly or will be made available to any Com...mitment Party indirectly by you to the Commitment Parties or by any of your representatives on your behalf the Lenders in connection with the Transactions transactions contemplated hereby, hereunder, when taken as a whole after giving effect to all supplements whole, is and updates provided thereto, is or will be, when furnished, be 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 (giving effect to all supplements and (b) updates thereto) (it being understood that, with respect to the Projections Target, its subsidiaries and its representatives, such representations are made to the best of your knowledge) and (ii) the financial projections that have been or will be made available to the Commitment Parties or the Lenders by or on behalf of you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby 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 Commitment Parties 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 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 Closing Syndication 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 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 Incremental Term Loan Facility, the Commitment Parties (i) 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 you, any of your subsidiaries, the Projections. Target or any other party or to advise or opine on any related solvency issues. View More
