Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 9 contracts
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 9 contracts
Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Mezzanine Credit Agreement (Booz Allen Hamilton Holding Corp)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (including the Confidential Information Memorandum) (other than information of a general economic or industry-specific nature), when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in the light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that (i) with respect to the projections, projections and other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact fact, is by its nature inherently uncertain and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountamount and (ii) no representation is made with respect to information of a general economic or industry nature.
Appears in 7 contracts
Sources: Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of themthem (in their capacities as such), by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, document information or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to made, not materially misleading (in the case of any supplements thereto; provided, however, that with respect of the foregoing to the projectionsextent relating to the Target on or prior to the Closing Date, other to the Borrower’s knowledge). As of the Closing Date, the projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 6 contracts
Sources: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower Holdings to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 5 contracts
Sources: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate No statement or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement information contained in this Agreement, any other Loan Document the Beneficial Ownership Certification provided on or prior to the Restatement Effective Date to the Administrative Agent in connection with this Agreement or any other document, certificate or statement furnished by any Loan Party or on behalf of the Company to the Administrative Agent or the LendersBanks, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a wholeAgreement, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in each case taken as a whole and in light of the circumstances under which such statements they were made after giving effect to any supplements theretomade; providedprovided that, however, that with respect to the projections, other pro forma any such statement or information with respect to projected financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced aboveother projected results, the Borrower Company represents only that the same were prepared in such information was based upon good faith estimates and are based upon assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders Banks that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 5 contracts
Sources: Credit Agreement (Lazard, Inc.), Credit Agreement (Lazard Group LLC), Credit Agreement (Lazard LTD)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, Documents when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made and as of the Closing Date, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 5 contracts
Sources: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (including the Confidential Information Memorandum) (other than information of a general economic or industry-specific nature), when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in the light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that (i) with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact fact, is by its nature inherently uncertain and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountamount and (ii) no representation is made with respect to information of a general economic or industry nature.
Appears in 4 contracts
Sources: Credit Agreement (Lantheus Holdings, Inc.), Term Loan Agreement (Lantheus Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate No statement or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement information contained in this Agreement, any other Loan Document Agreement or any other document, certificate or statement furnished by any Loan Party or on behalf of the Company to the Administrative Agent or the LendersBanks, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a wholeAgreement, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements theretoeach case taken as a whole; providedprovided that, however, that with respect to the projections, other pro forma any such statement or information with respect to projected financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced aboveother projected results, the Borrower Company represents only that the same were prepared in such information was based upon good faith estimates and are based upon assumptions believed by management of the Borrower Company to be reasonable at the time made, it being recognized by the Lenders Banks that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in any other documents, certificates and statements furnished to the Administrative Agent and the Banks for use in connection with the transactions contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (Lazard LTD), Credit Agreement (Lazard Group LLC), Credit Agreement (Lazard LTD)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, including the 2012 Transactions, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 4 contracts
Sources: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreementsinformation, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subjecttaken as a whole, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any the other Loan Document Documents, the Confidential Information Memorandum or any the other documentdocuments, certificate certificates or statement statements furnished by any Loan Party or on behalf of the Borrower to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained did not contain as of the date such statementinformation was so furnished (or, informationin the case of the Confidential Information Memorandum, document or certificate was furnishedtogether with all other information so furnished to the Lenders prior to the Closing Date, as of the date of this Agreement), any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements information contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that with respect to the projections, other information was furnished. The projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 4 contracts
Sources: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (including the Lender Presentation) (other than information of a general economic or industry- specific nature), when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in the light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that (i) with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact fact, is by its nature inherently uncertain and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountamount and (ii) no representation is made with respect to information of a general economic or industry nature.
Appears in 3 contracts
Sources: Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreementsNo statement or information (other than general market, instruments and corporate industry or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement economic data) contained in this Agreement, any other Loan Document Document, the Registration Statement or any other document, certificate or written statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a wholewhole and in light of the circumstances under which they were made, contained as of the date such statement, information, document or certificate was furnishedmade or so furnished (or, in the case of the Registration Statement, as of the date such Registration Statement was filed with the SEC), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that with respect to the projections, other misleading. The projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, above are based upon estimates and assumptions believed by the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and fact, that projections by their nature are inherently uncertain, that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountand such differences may be material.
Appears in 3 contracts
Sources: Credit Agreement (National CineMedia, LLC), Credit Agreement (National CineMedia, Inc.), Credit Agreement (National CineMedia, Inc.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement or information (other than projections, pro forma financial information, other forward-looking and/or projected information and information of a general economic or industry-specific nature) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was furnishedso furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made (after giving effect to any all supplements thereto; provided, however, that with respect and updates thereto from time to the projections, other time). The projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower Borrowers to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 3 contracts
Sources: Credit Agreement (Essent Group Ltd.), Credit Agreement (Essent Group Ltd.), Credit Agreement (Essent Group Ltd.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreementsNo statement or information (other than any financial projections, instruments any other forward-looking information and corporate any information of a general economic or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement industry nature) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement writing furnished by or on behalf of any Loan Party Borrower to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statementdocument, informationcertificate or writing was so furnished (or, document or certificate was furnishedin the case of the Confidential Information Memorandum, as of the date of this Agreement), when taken as a whole, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature made. The projections contained in the materials referenced above, the Borrower represents only that the same were above have been prepared in good faith and are based upon assumptions believed by management of the Parent Borrower to be reasonable at the time made, it being recognized by the Lenders understood that such financial or other information projections as it relates they relate to future events is are not to be viewed as fact and that actual results during the period or periods covered by such financial or other information projections may differ from the projected results set forth therein by a material amount.
Appears in 2 contracts
Sources: Credit Agreement (Roper Industries Inc), Credit Agreement (Roper Industries Inc)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements theretomade; provided, however, that with respect to the projectionsProjections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 2 contracts
Sources: Credit Agreement (2U, Inc.), Credit Agreement (2U, Inc.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreementsNo statement or information (other than projections, instruments budgets, other estimates and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement general market data) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (as modified or supplemented by other information so furnished), when taken as a wholewhole with all other such statements, contained information, documents, certificates or the Borrower’s public filings with the SEC, contained, as of the date such statement, information, document or certificate was furnishedso furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, however, that with respect to the projections, other not misleading. The projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 2 contracts
Sources: Credit Agreement (Advent Software Inc /De/), Credit Agreement (Advent Software Inc /De/)
Accuracy of Information, etc. The Borrower has disclosed to (a) As of the Lenders all agreementsClosing Date, instruments and corporate no statement or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement information contained in this Agreement, any other Loan Document or any other report, document, certificate or written statement furnished by or at the request of any Loan Party to the Administrative Agent Agent, the Lead Arranger and Bookrunner, the DSRA L/C Issuing Banks, the Lenders or the LendersIndependent Consultants, or any of themthem (other than projections and other pro forma or forward-looking information and any report or other written statement of an Independent Consultant), for use in connection with the transactions contemplated by this Agreement or the other Loan Documents or pursuant to the terms of the Loan Documents, when taken as a whole, when furnished, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under in which such statements were made after giving effect to any supplements thereto; providedmade.
(b) As of the Closing Date, however, that with respect to the projections, projections and other pro forma financial information and forward or forward-looking information and information of a general economic or industry-specific nature contained in the materials referenced above, above were prepared by the Borrower represents only that the same were prepared in good faith and are based upon on the basis of assumptions believed by management that were reasonable in light of the Borrower to be reasonable conditions existing at the time madeof delivery, it being recognized by the DSRA L/C Issuing Bank and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 2 contracts
Sources: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments No statement or information (excluding any projections and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement pro forma financial information) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement relating to the Group Members furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading at the time made in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; provided, however, that with respect to the projections, other made. The projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith assumptions believed by management of the Borrower to be reasonable at the time made in light of circumstances under which such assumptions were made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 2 contracts
Sources: Credit Agreement (Clearwire Corp), Loan Agreement (Clearwire Corp)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreementsNo statement or information (other than any financial projections, instruments any other forward-looking information and corporate any information of a general economic or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement industry nature) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or statement writing furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statementdocument, informationcertificate or writing was so furnished (or, document or certificate was furnishedin the case of the Confidential Information Memorandum, as of the date of this Agreement), when taken as a whole, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature made. The projections contained in the materials referenced above, the Borrower represents only that the same were above have been prepared in good faith and are based upon assumptions believed by management of the Parent Borrower to be reasonable at the time made, it being recognized by the Lenders understood that such financial or other information projections as it relates they relate to future events is are not to be viewed as fact and that actual results during the period or periods covered by such financial or other information projections may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of themthem (in their capacities as such), by or on behalf of any Loan Party for use in connection with the #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 transactions contemplated by this Agreement or the other Loan Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, document information or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to made, not materially misleading (in the case of any supplements thereto; provided, however, that with respect of the foregoing to the projectionsextent relating to the Target on or prior to the Closing Date, other to the Borrower’s knowledge). As of the Closing Date, the projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Sources: Credit Agreement (Revlon Inc /De/)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate No statement or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement information contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party or on behalf of the Borrower to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light any material manner (known to the Borrower, in the case of the circumstances under which such statements were made after giving effect to any supplements theretodocument not furnished by it); provided, however, that with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature projections contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable in light of then-current conditions and then-current facts known to the Borrower at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that (a) with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountamount and (b) on or prior to the Closing Date, as the case may be, the representations and warranties in this Section 5.18 with respect to the Target, its Subsidiaries and their business shall only be made to the best knowledge of the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreementsNo report, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subjectfinancial statement, and all other matters known to any Responsible Officer of such Personscertificate, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate information or statement furnished by any Loan Party or on behalf of Holdings or the Borrower (other than projections, pro forma financial information, estimates, budgets, other forward-looking information and information of a general economic or industry nature) to the Administrative Agent or the Lenders, or any of them, for use Lenders in connection with the transactions contemplated by this Agreement or the other Loan Documents, Documents (as modified or supplemented by other information so furnished) when taken as a whole, contained as of the date such statement, information, document or certificate was furnishedso furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading (when taken as a whole), in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, however, that with not materially misleading. With respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, Holdings and the Borrower represents only represent that the same were such information was prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, of preparation; it being recognized by the Lenders understood that such financial or other information as it relates to future events is projections are not to be viewed as fact facts or as a guarantee of performance or achievement of any particular results and that actual results during the period or periods covered by may vary from actual results and that such financial or other information variances may differ from be material and that no assurance can be given that the projected results set forth therein by a material amountwill be realized.
Appears in 1 contract
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that (a) with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountamount and (b) on or prior to the Merger Closing Date, the representations and warranties in this Section 5.18 with respect to the Target, its Subsidiaries and their business shall only be made to the best knowledge of the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Microsemi Corp)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate No statement or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement information contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other documentdocument or certificate (excluding any projections, certificate pro forma financial information or statement estimates and general market or industry data) furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (as modified or supplemented by other information furnished), when taken as a whole, together with the Borrower’s annual report on Form 10-K and quarterly reports on Form 10-Q, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that with respect to the made. The projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature estimates contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Accuracy of Information, etc. The Borrower has disclosed to As of the Lenders all agreementsClosing Date, instruments no statement or information (excluding any projections and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement pro forma financial information) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of themthem (in their capacities as such), by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, document information or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan DocumentsDocuments (other than information of a general economic or industry-specific nature), when taken as a whole, contained as of the date such statement, information, document or certificate was furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading in the light of the circumstances under which such statements were made after giving effect to any supplements thereto; provided, however, that (i) with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and are based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact fact, is by its nature inherently uncertain and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amountamount and (ii) no representation is made with respect to information of a general economic or industry nature.
Appears in 1 contract
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Sources: Credit Agreement (Covetrus, Inc.)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Sources: Credit Agreement (Hanesbrands Inc.)
Accuracy of Information, etc. The Borrower has disclosed As of the Closing Date, no statement or written information (excluding the projections and pro forma financial information referred to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement below) contained in this Agreement, any other Loan Document or any other document, certificate or statement otherwise furnished by any Loan Party to the Administrative Agent or the Lenders, Lenders or any of themthem (in their capacities as such), by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document information or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements thereto; providedmade, howevernot materially misleading. As of the Closing Date, that with respect to the projections, other projections and pro forma financial information and forward looking information and information of a general economic or industry-specific nature contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract
Sources: Superpriority Senior Secured Debtor in Possession Credit Agreement (Cutera Inc)
Accuracy of Information, etc. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Restricted Subsidiaries is subject, and all other matters known to any Responsible Officer of such Persons, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written statement information contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement (other than Projections and information of a general economic or industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained (or will contain) as of the date such statement, information, document or certificate was furnishedso furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading therein, in light of the circumstances under which such statements they were made after giving effect to any supplements theretomade, not materially misleading; provided, however, provided that with respect to the projections, other pro forma financial information and forward looking information and information of a general economic or industry-specific nature Projections contained in the materials referenced above, the Borrower represents only that the same were prepared in good faith and above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial or other information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial or other information may differ from the projected results set forth therein by a material amount.
Appears in 1 contract