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 (but the accuracy of such representation and warranty shall not be a condition to the Target commitments hereunder or the funding of the Facilities on the Closing Date) and (with respect to Information (as defined below) and Projections relating to the Company and its subsidiaries and businesses, affiliates, to the best of your knowledge, actual knowledge) that (a) all factual written information and written data (other other than the Projections and oth...er than 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 us by or on behalf of 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, hereby is or will be, when furnished, taken as a whole, correct in all material respects 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 (and after giving effect to all supplements thereto) and (b) the Projections that have been or will be made available to the Commitment Parties us 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 5 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 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 Projections facts and are subject to significant uncertainties and contingencies, many of which are beyond your control, that there can be no assurance can be given that any particular Projections the results therein will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. material). You agree that, that if at any time prior to the later closing 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 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 promptly supplement (or use commercially reasonable efforts to) promptly supplement to the extent practical, appropriate and reasonable, to cause the Company to supplement) the Information and the Projections such so that (with respect to Information and Projections provided prior to the Closing Date relating to the Target and its subsidiaries, to the best of your knowledge) such representations and warranties are will be correct in all material respects under those circumstances, it being understood in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, shall constitute a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder or the funding of the Credit Facilities on the Closing Date. circumstances. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (i) we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections. thereof. View More
Information. You hereby represent and warrant that, as that (with respect to Information and Projections relating to the Target Company and its subsidiaries and its and their respective businesses, to the best of your knowledge, knowledge): (a) all factual written information and written data (other than the Projections (such information and data, other than (i) third party reports (but not the Information upon which such memos or reports are based on to the extent otherwise made available to the Commitment ...Parties), (ii) the Projections, (iii) forward looking information and (iv) 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 transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made (after giving effect to all supplements and updates thereto), and (b) the Projections that and other forward looking information contained in the Information Memoranda 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 such Projections are so furnished; furnished to the Commitment Parties; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are (i) subject to significant uncertainties and contingencies, many of which are beyond your or the Company's control, that no assurance can be given that any particular such Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. material and (ii) not a guarantee of performance. 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 (to your knowledge insofar as it applies to the Information and Projections and other forward looking information relating to the Company and its subsidiaries and its and their respective businesses) if the Information and the Projections and other forward looking information contained in the Information Memoranda 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 (or prior to the Closing Date, with respect to the Information and such Projections and other forward looking information relating to the Company and its subsidiaries, will use commercially reasonable efforts to) promptly supplement the Information and the such Projections and other forward looking information such that (with respect to Information and Projections provided prior to the Closing Date and other forward looking information relating to the Target Company and its subsidiaries, subsidiaries and its and their respective businesses, to the best of your knowledge) such representations and warranties are correct in all material respects under those circumstances, it being understood understood, in each case case, that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything In conducting the transactions hereunder, each of the Commitment Parties will be entitled to use and rely primarily on the contrary Information and the Projections contained in this Commitment Letter or the Fee Letter, none of the making Information Memoranda without responsibility for independent verification thereof. The accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations 8 and warranties, whether or not cured, 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 ABL 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. thereafter. View More
Information. You hereby represent and warrant that, as that (with respect to information relating to the Target and its subsidiaries subsidiaries, to your knowledge and businesses, provided that such representation and warranty is not a condition precedent to the best of your knowledge, commitment hereunder) (a) all factual written information and written data of a factual nature (other than the Projections Projections, forecasts, other forward looking information, budgets, estimates and other than informati...on of a general economic or industry specific nature, nature) about the "Information"), Borrower, the Target and their respective subsidiaries, and the Transactions, (collectively, the "Information") that has been or will be made available to any Commitment Party us by you you, the Target or by any of your or their representatives on your or their behalf in connection with the Transactions transactions contemplated hereby, when taken as a whole after giving effect to all supplements and updates provided thereto, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein taken as a whole not materially misleading in light of the -8- circumstances under which such statements are made (giving effect to all supplements and updates provided thereto) and (b) the Projections and other forward looking information that have been or will be made available to us by you, the Commitment Parties by you Target or by any of your or their respective representatives on your or their behalf in connection with the Transactions transactions contemplated hereby have been, been or will be, be prepared in good faith based upon assumptions that are believed by you believe to be reasonable at the time prepared made and at the time the related such Projections are so furnished; made available to us; it being understood by the Lenders that the such Projections are as to future events and are not to be viewed as facts, the such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. material, and that no assurance can be given that the projected results will be realized and that the Projections are not a guarantee of performance. You agree that, if at any time prior to the later earlier of the Closing Date occurrence of a Successful Syndication and the Syndication date that is sixty (60) days after the Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect (to your knowledge with respect to Information and Projections and any forward looking information relating to the Target and its subsidiaries) in any material respect if the Information and the Projections were being furnished, and such representations were being made, at such time, then you will (and with respect to the Target and its subsidiaries, with respect to Information and Projections provided prior to the Closing Date, will use commercially reasonable efforts to) to promptly supplement the Information and the Projections so that such that (with representations will be correct (to your knowledge with respect to Information and Projections provided prior to the Closing Date relating to the Target and its subsidiaries, to the best of your knowledge) such representations and warranties are correct subsidiaries) in all material respects under those circumstances, it being understood circumstances; provided, that the obligation to supplement the Information and the Projections under this sentence shall not in each case that such supplementation shall cure any breach of such representations and warranties. Notwithstanding anything event terminate prior to the contrary contained in this Commitment Letter or the Fee Letter, none of the making Closing Date. The accuracy of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or in and of itself, shall not cured, shall constitute be a condition precedent to the availability of the commitments and obligations of the Initial Lenders your obligation hereunder or the funding of the Credit Facilities on the Closing Date. In arranging and syndicating the Credit Facilities, each of the Commitment Parties (i) we will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof and (ii) does not assume responsibility for the accuracy or completeness of the Information or the Projections. thereof. View More
Information. You hereby represent and warrant that, as that (with respect to Information and Projections relating to the Target Company and its subsidiaries and businesses, variable interest entities, to the best of your knowledge, knowledge) (a) all factual written information and written data (other data, other than the Projections and other than information of a general economic or industry specific nature, the nature (the "Information"), that has been or will be made available to any Commitment Party by ...you or or, at your direction, 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, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b) the Projections that have been or contained in the Information Memorandum 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 such Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized 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 Syndication Date and the Syndication Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections contained in the Information Memorandum 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 (or, prior to the Closing Date, with respect to the Information and such Projections relating to the Company and its subsidiaries and variable interest entities, will use commercially reasonable efforts to) promptly supplement the Information and the such Projections such that (with respect to Information and Projections provided prior to the Closing Date relating to the Target Company and its subsidiaries, subsidiaries and variable interest entities, 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. circumstances. 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 contained in the Information Memorandum 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 that (with respect to Information and Projections relating to the Target and its subsidiaries and businesses, subsidiaries, to the best of your knowledge, knowledge) (a) all factual material written information and written data (other data, other than the Projections and other than information of a general economic or industry specific nature, the nature (the "Information"), that has been or will be made available to any Commitment Party by you or or, at... your direction, 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, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b) the Projections that have been or contained in the Information Memorandum 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 such Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized 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 contained in the Information Memorandum 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 (or, prior to the Closing Date, with respect to the Information and such Projections relating to the Target, will use commercially reasonable efforts to) promptly supplement the Information and the such 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. circumstances. In arranging and syndicating the Credit Facilities, Incremental Term Facility, each of the Commitment Parties (i) will be entitled to use and rely primarily on the Information and the Projections contained in the Information Memorandum 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 that (with respect to information relating to the Target Acquired Company and its subsidiaries and its and their respective businesses, to the best of your knowledge, knowledge) (a) all written factual written information and written data (other (such information and data, other than (i) the Projections and other than (ii) information of a general economic or industry specific nature, the "Information"), that has been or will be made available to any the... Commitment Party Parties by you you, the Acquired Company or by any of your representatives or its subsidiaries or representatives, in each case, 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, whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been or will be made available to the Commitment Parties by you or by any of your representatives subsidiaries or representatives, in each case, on your behalf in connection with the Transactions 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; furnished to the Commitment Parties; 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 and warranties were being made, at such time, then you will (and (or, with respect to the Target Information and Projections relating to the Acquired Company 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 such representations and warranties will be correct in all material respects under those circumstances (or, in the case of the Information and Projections provided prior to the Closing Date relating to the Target Acquired Company and its subsidiaries, subsidiaries and its and their respective businesses, to the best of your knowledge) knowledge, such representations and warranties are correct in all material respects under those circumstances, it being understood in each case circumstances); provided 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. representations. In arranging and syndicating the Credit Bridge 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 no responsibility for the accuracy or completeness of the Information or the Projections. Without limiting your obligations under this paragraph, it is understood that the Initial Lenders' commitment with respect to the Bridge Facilities hereunder is not conditioned upon the accuracy of, or your compliance with, the representations, warranties and covenants in this paragraph. 6 5. Fees. As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Sole Arranger and the Sole Bookrunner to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated as of the date hereof with respect to the Bridge Facilities (the "Fee Letter"), if and to the extent payable. Once paid, such fees shall not be refundable under any circumstances, except as expressly set forth herein or therein or as otherwise separately agreed to in writing by you and us. View More
Information. You hereby represent and warrant that, as to the Target and its subsidiaries and businesses, to the best of your knowledge, that (a) all factual written information and written data (other (such information and data, other than (i) the Projections and other than (ii) information of a general economic or industry specific nature, the "Information"), "Information") (in the case of Information regarding the Target and its subsidiaries and its and their respective businesses, to your knowledge) that... has been or will be made available to any the Commitment Party Parties by you you, the Target (but only to the extent a Merger Agreement is entered into) or by any of your representatives or its subsidiaries or representatives, in each case, on your behalf in connection with the Transactions transactions contemplated hereby, when taken as a whole after giving effect to all supplements hereby (including information contained in the Information Memorandum and updates provided thereto, in the Public Filings), is or will be, when furnished, furnished 9 and when taken as a whole, correct in all material respects and does not or will not, when furnished, furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the -8- circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections that have been been, or will be be, made available to the Commitment Parties by you or by any of your representatives subsidiaries or representatives, in each case, on your behalf in connection with the Transactions 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; furnished to the Commitment Parties; 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 a Successful Syndication (as defined in the Closing Date Fee Letter) and the Syndication Initial Closing Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections were being furnished, and such representations and warranties were being made, at such time, then you will (and (or, with respect to the Information and Projections relating 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 circumstances (or, in each the case that such supplementation shall cure any breach of the Information and Projections relating to the Target and its subsidiaries and its and their respective businesses, to your knowledge, such representations and warranties. Notwithstanding anything to the contrary contained warranties are correct in this Commitment Letter or the Fee Letter, none of the making of the foregoing representations, any supplements thereto, or the accuracy of any such representations and warranties, whether or not cured, shall constitute a condition precedent to the availability of the commitments and obligations of the Initial Lenders hereunder or the funding of the Credit Facilities on the Closing Date. all material respects under those circumstances). In arranging and syndicating the Credit Facilities, each of 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 no responsibility for the accuracy or completeness of the Information or the Projections. View More
