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 and warrant that, as covenant (and with respect to information related to the Target and its subsidiaries and businesses, Acquired Business, to the best of your knowledge, knowledge) that (a) all factual written information and written data (other than the Projections and other than information of a general economic or industry specific nature, the nature) (the "Information"), taken as a whole, that has been or will be made available to any the Commitment Party Parties by yo...u or on your behalf by any of your representatives on your behalf in connection with the Transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, is or will be, when furnished, be (as of the date made available), correct in all material respects and does not or will not, when furnished, not (as of the date made available), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein therein, taken as a whole with all other information made available (taken in combination with the information contained in your and the Acquired Business's filing on form 10-K for the fiscal year 2017 with the Securities and Exchange Commission, excluding any items disclosed as "risk factors" or in any "forward-looking statements" therein), not materially misleading in light of the -8- circumstances under which such statements were or are made (after giving effect to all supplements and updates with respect thereto) and (b) the Projections projections and other forward-looking information that have been or will be made available to the Commitment Parties by you or on your behalf by any of your representatives on your behalf in connection with the Transactions contemplated hereby (the "Projections") have been, been or will be, be prepared in good faith based upon assumptions that are believed by you the preparer thereof to be reasonable at the time prepared and at the time the related Projections are so furnished; it when made (it being understood and agreed that the such Projections are as to future events and are not to be viewed as facts, the Projections facts or a guarantee of financial performance or achievement, are subject to significant uncertainties and contingencies, many of which are beyond your control, that the control of you, the Projections, by their nature, are inherently uncertain and no assurance can be assurances are being given that any particular the results reflected in the Projections will be realized achieved and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results Projections and such differences may be material. You agree that, if material). If, at any time prior to from the date hereof until the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties contained in the preceding foregoing sentence would not be incorrect correct in any material respect if the Information and the or Projections were being furnished, and such representations and warranties were being made, at such time, then you will (and with respect time (prior to the Target and its subsidiaries, Closing Date, to your knowledge with respect to Information and or Projections provided relating to the Acquired Business), then you agree to (or, prior to the Closing Date, will with respect to information relating to the Acquired Business, use commercially reasonable efforts efforts, to the extent practical and appropriate and subject to and not in contravention of the Acquisition Agreement, cause the Acquired Business to) promptly supplement supplement, or cause to be supplemented, the Information and or Projections from time to time so that the Projections such that (with respect to Information and Projections provided prior representations (prior to the Closing Date relating to the Target and its subsidiaries, Date, to the best of your knowledge) such representations knowledge with respect to the Acquired Business) and warranties are contained in this paragraph remain correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach circumstances. For the avoidance of such representations and warranties. Notwithstanding anything to doubt, the contrary contained in this Commitment Letter or the Fee Letter, none of the making accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, cured or supplemented, in and of itself, shall constitute not be a condition precedent to the availability of the commitments and obligations of the Initial Lenders Commitment Parties hereunder or the funding of the Credit Facilities Facility on the Closing Date. In arranging and syndicating the Credit Facilities, each of You acknowledge that the Commitment Parties (i) will be entitled to use and rely primarily relying on the accuracy of the Information and the Projections furnished to it by or on behalf of you without responsibility for independent verification thereof thereof. 6 5. Fees. As consideration for MSSF's and (ii) does not assume responsibility for MUFG's commitment hereunder and the accuracy Arrangers' agreement to perform the services described herein, you agree to pay the non-refundable fees set forth in the Fee Letter delivered herewith from the Arrangers to you relating to the Facility and dated the date hereof (the "Fee Letter"). MSSF and MUFG reserve the right to employ the services of one or completeness more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to them in such manner as they and their respective affiliates may agree. You acknowledge that the Commitment Parties may share with any of their affiliates, and such affiliates may share with the Commitment Parties, any information related to the Transactions, you and your subsidiaries or the Acquired Business or any of the Information or matters contemplated hereby in connection with the Projections. Transactions, in each case on a confidential basis. View More
Information. You hereby represent Each Company 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, estimates and other than forward-looking materials and information of a general economic or industry specific nature, nature) provided by or on behalf of either Company to the "Information"), that has been... 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 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 by each Company with respect to information relating to the Projections other Company and its representatives is made to such Company'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 each Company 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 either Company's 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, Each Company agrees 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 by such Company in the preceding sentence would be incorrect in any material respect if the Information and the Projections projections were being furnished, and such 7 representations were being made, at such time, then you the applicable Company 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 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 such Company's knowledge insofar as it being applies to information regarding the other Company). We have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities of the Borrower, the Contributed Business, Icon 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. 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 Date or completeness of the Information or the Projections. at any time thereafter. View More
Information. You hereby represent represent, warrant and warrant that, as covenant (and, with respect to the Target and its subsidiaries and businesses, Acquired Business prior to the consummation of the Acquisition, to the best of your knowledge, knowledge) that: (a) all factual written information and written data (other data, other than (i) the Projections (as defined below) and other than (ii) information of a general economic or industry specific nature, industry-specific nature concerning the Transacti...ons, you, the Target or your or its respective subsidiaries (such non-excluded information, the "Information"), that has been or will be made available to any Commitment Party 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 the Transactions contemplated hereby, is or will be, when furnished, taken as a whole whole, complete and correct in all material respects, after giving effect to all supplements and updates provided thereto, is thereto; (b) none of the Information shall, when furnished or will be, when furnished, correct in all material respects and does not or will not, when furnished, on the Closing Date, 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, after giving effect to all supplements thereto provided prior to distribution of such Materials to lenders or potential lenders; and (b) the Projections 8 (c) all written 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 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 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 facts or a guarantee of performance, 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 in the Projections 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 supplement promptly such Information and/or Projections, as the case may be, in order that (and, with respect to the Target and its subsidiaries, with respect to Information and Projections provided Acquired Business prior to the Closing Date, will use commercially reasonable efforts to) promptly supplement consummation of the Information and the Projections such that (with respect Acquisition, 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 circumstances. The accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, warranties shall constitute not, in and of itself, be a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder Commitment Party hereunder. You shall be solely responsible for Information and the Projections, including the contents of all Materials other than any contents relating to us or the funding of the Credit Facilities on the Closing Date. In arranging and syndicating the Credit Facilities, each of the Commitment Parties our 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. View More
Information. You hereby represent represent, warrant and warrant that, as covenant (and, with respect to the Target and its subsidiaries and businesses, Acquired Business prior to the consummation of the Acquisition, to the best of your knowledge, knowledge) that: (a) all factual written information and written data (other data, other than (i) the Projections (as defined below) and other than (ii) information of a general economic or industry specific nature, industry-specific nature concerning the Transacti...ons, you, the Target or your or its respective subsidiaries (such non-excluded information, the "Information"), that has been or will be made available to any Commitment Party 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 the Transactions contemplated hereby, is or will be, when furnished, taken as a whole whole, complete and correct in all material respects, after giving effect to all supplements and updates provided thereto, is thereto; (b) none of the Information shall, when furnished or will be, when furnished, correct in all material respects and does not or will not, when furnished, on the Closing Date, 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, after giving effect to all supplements thereto provided prior to distribution of such Materials to lenders or potential lenders; and (b) the Projections (c) all written 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 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 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 facts or a guarantee of performance, 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 in the Projections and that such differences may be material. material). 8 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 supplement promptly such Information and/or Projections, as the case may be, in order that (and, with respect to the Target and its subsidiaries, with respect to Information and Projections provided Acquired Business prior to the Closing Date, will use commercially reasonable efforts to) promptly supplement consummation of the Information and the Projections such that (with respect Acquisition, 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 circumstances. The accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, warranties shall constitute not, in and of itself, be a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder Commitment Party hereunder. You shall be solely responsible for Information and the Projections, including the contents of all Materials other than any contents relating to us or the funding of the Credit Facilities on the Closing Date. In arranging and syndicating the Credit Facilities, each of the Commitment Parties our 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. View More
Information. You hereby represent and warrant that, as (and with respect to Information (as defined below) relating to the Target and its subsidiaries and businesses, Acquired Business, to the best of your knowledge, knowledge prior to the Closing Date) that (a) all factual no written information and written data which has been or is hereafter furnished to us by you or on your behalf in connection with the transactions contemplated hereby (other than the Projections Projections, pro formas, other forward loo...king information and other than information of a general economic or industry specific nature, nature) (such written information being referred to herein collectively as 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, "Information") when taken as a whole contained (or, in the case of Information furnished after giving effect to all supplements and updates provided thereto, is or the date hereof, will be, when contain), as of the time it was (or hereafter is) furnished, correct in all any material respects and does not or will not, when furnished, contain any untrue statement misstatement of a material fact or omit omitted (or will omit) as of such time to state a any material fact necessary in order to make the statements contained therein taken as a whole not materially misleading misleading, in light of the -8- circumstances under which such statements are they were (or hereafter are) made and (b) the Projections that have been or will be made available to the Commitment Parties Lead Arranger 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 believe to be reasonable at the time prepared made and at the time the related such Projections are so furnished; made available to the Lead Arranger, it being understood recognized by the Agents that the such 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, and that no assurance can be given that the projected results and such differences may will be material. realized. You agree that, that if at any time prior to the later earlier of (x) 45 days after the Closing Date and (y) the Syndication Date, you become aware that later of (i) the Closing Date and (ii) a Successful Syndication, any of the representations and warranties in the preceding sentence would (to the best of your knowledge, with respect to Information relating to the Acquired Business prior to the Closing Date) be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such so that (with (to the best of your knowledge, with respect to the Information and Projections provided relating to the Acquired Business prior to the Closing Date relating to the Target and its subsidiaries, to the best of your knowledge) Date) 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 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) Initial Term Loan Facility, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does do not assume responsibility for the accuracy or completeness of the Information or the Projections. View More
Information. You hereby represent and warrant that, as (and with respect to Information relating to the Target and its subsidiaries and businesses, Acquired Business, to the best of your knowledge, knowledge prior to the Closing Date) that (a) all factual no written information and written data which has been or is hereafter furnished to us by you or on your behalf in connection with the transactions contemplated hereby (other than the Projections Projections, pro formas, other forward looking information an...d other than information of a general economic or industry specific nature, nature) (such written information being referred to herein collectively as 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, "Information") when taken as a whole contained (or, in the case of Information furnished after giving effect to all supplements and updates provided thereto, is or the date hereof, will be, when contain), as of the time it was (or hereafter is) furnished, correct in all any material respects and does not or will not, when furnished, contain any untrue statement misstatement of a material fact or omit omitted (or will omit) as of such time to state a any material fact necessary in order to make the statements contained therein taken as a whole not materially misleading misleading, in light of the -8- circumstances under which such statements are they were (or hereafter are) made and (b) the Projections that have been or will be made available to the Commitment Parties Lead Arranger 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 believe to be reasonable at the time prepared made and at the time the related such Projections are so furnished; made available to the Lead Arranger, it being understood recognized by the Agents that the such 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, and that no assurance can be given that the projected results and such differences may will be material. realized. You agree that, that if at any time prior to the later earlier of (x) 45 days after the Closing Date and (y) the Syndication Date, you become aware that later of (i) the Closing Date and (ii) a Successful Syndication, any of the representations and warranties in the preceding sentence would (to the best of your knowledge, with respect to Information relating to the Acquired Business prior to the Closing Date) be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will use commercially reasonable efforts to) promptly supplement the Information and the Projections such so that (with (to the best of your knowledge, with respect to the Information and Projections provided relating to the Acquired Business prior to the Closing Date relating to the Target and its subsidiaries, to the best of your knowledge) Date) 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 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) Initial Term Loan Facility, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does do not assume responsibility for the accuracy or completeness of the Information or the Projections. View More
Information. You hereby represent and warrant that, as to the Target 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 specific 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 and such differences may will be material. realized). 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 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 and warranties 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 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 would be correct in all material respects under those circumstances, it being understood respects. Without limiting the representations, warranties and covenants to be contained in each case the DIP Loan Documents or the Conditions Precedent that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything are applicable to the contrary contained in this Commitment Letter or relevant borrowing, 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 (with respect to any information relating to the Target and its subsidiaries and businesses, Target, to the best of your knowledge, knowledge) (a) all factual written information and written data (other (including all Information Materials), other than the Projections Projections, other forward-looking information and other than information of a general economic or industry specific nature, the nature (the "Information"), that has been or will be ma...de available to any Commitment Party us by you or by any of your representatives on your behalf in 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 hereby 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 (when taken as a whole and after giving effect to all supplements and updates thereto provided through the date furnished) and (b) the Projections financial projections and other forward- 4 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 the time the related Projections are so furnished; it furnished to us (it being understood that (i) 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 facts or a guarantee of which are beyond your control, that no assurance can be given that any particular Projections will be realized performance, and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. material and (ii) the Projections are subject to significant uncertainties and contingencies and no assurance can be given that the projected results will be 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 warranties in the preceding sentence would be incorrect (to your knowledge with respect to information relating to the Target) in any material respect if the such Information and the Projections were being furnished, and such representations were being made, remade, at such time, then you will (and (or, with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior relating to the Closing Date, Target, will use commercially reasonable efforts to) promptly supplement supplement, or cause to be supplemented, 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, Target, to the best of your knowledge) such representations and warranties are will be correct (to your knowledge with respect to information relating to the Target), in all material respects respects, under those circumstances, it being understood circumstances on such date. You understand 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 the Commitment Parties (i) will be entitled to Facilities 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, (but the accuracy of such representation and warranty shall not be a condition to the commitments hereunder or the funding of the Facilities) that (a) all written information (other than the Projections, estimates and information of a general economic, forward looking or industry nature and, prior to the Closing Date, limited to your knowledge in the case of any such information as to the Target and its subsidiaries and businesses, to the best of your knowl...edge, (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"), subsidiaries) (the "Information") that has been or will be made available to any the Commitment Party Parties by you or by any of your representatives or affiliates on your behalf in connection with the Transactions contemplated hereby, behalf, when taken as a whole after giving effect to all supplements and updates provided thereto, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, as the case may be, taken as a whole, contain any untrue statement of a material fact or omit to state a any 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 (when taken as a whole after giving effect to all supplements and updates thereto) and (b) the Projections that have been made or will be made available to the Commitment Parties by you or by any of your representatives or affiliates on your behalf and that have or will be made available to us or any 8 Lender in connection with the Transactions contemplated hereby have been, been or will be, as the case may be, prepared in good faith based upon assumptions that are believed by you the preparer thereof to be reasonable at the time prepared and at the time the related Projections are so furnished; it made available (it being understood recognized by us 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, that no assurance can are not to be given that any particular Projections will be realized and viewed as facts, that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. material, and that no assurance can be given that any projection will be realized). You agree that, if at any to supplement the Information and the Projections from time prior to time until the later of the Closing Date and the Syndication Date, you become aware that any completion of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Syndication Period so that, assuming such Information and the Projections were being furnished, and such representations were being made, so made available at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided any time prior to such later date, the Closing Date, will use commercially reasonable efforts to) promptly supplement representation and warranty in the Information preceding sentence remains correct. In syndicating and arranging the Facilities 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 Existing Credit Facilities on the Closing Date. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (i) Facility Additional Amendment, we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections. thereof. View More
Information. You hereby represent and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, that (a) all factual written information (excluding any projections or forward-looking statements and written data (other than the Projections and other than information of a general economic or industry specific nature, the "Information"), information) that has been or will be made available to any Commitment Party us by you or by any on behalf of your representatives on y...our behalf the Company in connection with the Transactions contemplated hereby, (the "Information") does not or will not, when furnished and taken as a whole after giving effect to all supplements and updates provided thereto, is or will be, when furnished, correct in all material respects and does not or will not, when theretofore furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made, provided that, with respect to any Information prepared by or on behalf of or relating to the Acquired Company or its subsidiaries, the foregoing representation and warranty is made only to your knowledge, and (b) the Projections projections, if any, that have been or will be made available to us by or on behalf of the Commitment Parties by you or by any of your representatives on your behalf in connection with the Transactions contemplated hereby Company have been, been or will be, be prepared in good faith based upon assumptions that are believed by you the Company to be reasonable at the time prepared made and at the time the related Projections any such projections are so furnished; it made available to us (it being understood recognized that the Projections are as to future events and are not to be viewed as facts, the Projections projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can control and are not to be given that any particular Projections will be realized and viewed as facts, that actual results during the period or periods covered by any such Projections the projections may differ significantly from the projected results and results, that such differences may be material. material, and that no assurance can be given that any projection will be realized). You agree that, that if at any time prior to the later termination of the Closing Date and the Syndication Date, this Commitment Letter you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and and, if applicable, the Projections projections were being furnished, and such representations and warranties were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will promptly supplement (or use commercially reasonable efforts to) promptly supplement to supplement, in the case of Information and the Projections such that (with respect to Information and Projections provided prior to the Closing Date relating to the Target Acquired Company and its subsidiaries, to subsidiaries) the best of your knowledge) Information and/or the projections, as applicable, so that such representations and warranties are will be correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations circumstances. We will be entitled to use and warranties. rely primarily on the Information and, if applicable, the projections without responsibility for independent verification thereof. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, Letters, it is understood and agreed that none of the making of any representation or warranty under this Section 4, the foregoing representations, provision of any supplements thereto, supplement to any Information or the projections or the accuracy of any such representations and warranties, whether representation, warranty or not cured, supplement shall constitute a condition precedent to the availability commitment of any Commitment Party with respect to the commitments and obligations of the Initial Lenders hereunder Term Facility or the funding of the Credit Facilities Term Facility on the Closing Date. In arranging 2 5. Fees. As consideration for our commitments hereunder and syndicating our agreements to perform the Credit Facilities, each of services described herein, you agree to pay to us the fees set forth in this Commitment Parties (i) will be entitled Letter and in the fee letters dated the date hereof and delivered herewith with respect to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections. Term Facility (the "Fee Letters"). View More
