Common use of Disclosure; No Material Misstatements Clause in Contracts

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Credit Parties to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, each Credit Party represents only that such certificate, written statement, written report or written information was prepared in good faith based on assumptions believed to be reasonable at the time delivered (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Credit Parties make no representation that such projections will be realized) and (b) as to any such written statements, written information and written reports furnished on behalf of the Credit Parties to the Administrative Agent and the Lenders by third parties in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished), the Borrower represents only that it is not aware of any material misstatement or omission therein.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Credit Parties Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished)included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, each Credit Party represents the Parent and the Borrower represent only that they acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, written statement, written report report, or written information was prepared in good faith based on assumptions believed to be reasonable at the time delivered (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Credit Parties Parent and the Borrower make no representation that such projections will be realized) and (b) as to any such written statements, written information and written reports furnished on behalf of supplied by third parties, the Credit Parties to the Administrative Agent Parent and the Lenders by third parties in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished), the Borrower represents represent only that it is they are not aware of any material misstatement or omission therein.

Disclosure; No Material Misstatements. The certificates, written statements and reports, financial statements, certificates and other written information, taken as a whole, furnished by or on behalf of the Credit Parties Obligors to the Administrative Agent and the Lenders in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), ) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificatereport, written financial statement, written report, certificate or other written information was based upon or constitutes a forecast or projection, each Credit Party Obligor represents only that such certificate, written statement, written report or written information was prepared it acted in good faith based on and utilized reasonable assumptions believed to be reasonable at and due care in the time delivered preparation of such report, financial statement, certificate or other written information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Credit Parties Obligors make no representation that such projections will be realized) and (b) as to any such written statements, written information and written reports furnished on behalf of the Credit Parties to the Administrative Agent and the Lenders supplied by third parties in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished)parties, the Borrower each Obligor represents only that it is not aware of any material misstatement or omission therein. The information included in the Beneficial Ownership Certification most recently delivered under this Agreement is true and correct in all respects.

Disclosure; No Material Misstatements. The certificatesObligors have disclosed to each Purchaser all agreements, written statements instruments and corporate or other restrictions to which it or any of the Credit Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the any Credit Parties Party to the Administrative Agent and the Lenders any Purchaser or any of their Affiliates in connection with the negotiation of this Agreement or any Loan other Note Document or delivered hereunder or under any other Note Document (as modified or supplemented by other information so furnished), do not contain ) taken as a whole contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to projected financial information, the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, each Credit Party represents Obligors represent only that such certificate, written statement, written report or written information was prepared in good faith based on upon assumptions believed to be reasonable at the time delivered (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Credit Parties make time. There is no representation that such projections will be realized) and (b) as fact peculiar to any such written statementsObligor or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Note Documents or the other documents, written information certificates and written reports statements furnished to the Purchasers by or on behalf of any Credit Party prior to, or on, the Credit Parties to the Administrative Agent and the Lenders by third parties date hereof in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished), the Borrower represents only that it is not aware of any material misstatement or omission thereintransactions contemplated hereby.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Credit Parties Borrower or any of its Subsidiaries to the Administrative Agent and the Lenders or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Term Loan Document or delivered hereunder or under any other Term Loan Document (as modified or supplemented by other information so furnished), do not contain ) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certifiedmisleading; provided that (a) that, with respect to projected financial information, the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, each Credit Party Borrower represents only that such certificate, written statement, written report or written information was prepared in good faith based on upon assumptions believed to be reasonable at the time delivered (it being recognized time. There is no fact peculiar to the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Term Loan Documents or the other documents, certificates and statements furnished to the Administrative Agent or the Lenders by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Credit Parties make no representation that such projections will be realized) and (b) as to any such written statements, written information and written reports furnished or on behalf of the Credit Parties to Borrower or any of its Subsidiaries prior to, or on, the Administrative Agent and the Lenders by third parties date hereof in connection with the negotiation of transactions contemplated hereby. There are no statements or conclusions in any Loan Document (as modified Reserve Report which are based upon or supplemented by other include misleading information so furnished), or fail to take into account material information regarding the Borrower represents only that it is not aware of any material misstatement or omission matters reported therein.

Disclosure; No Material Misstatements. The certificates, written statements and None of the reports, and financial statements, certificates or other written information, taken as a whole, information furnished by or on behalf of the Credit Parties Issuer of its Subsidiaries to any Holder pursuant to this Note or any other document or instrument delivered by the Administrative Agent and the Lenders in connection with the negotiation of Issuer to any Loan Document Holder hereunder or under such other document or instrument (as modified or supplemented by other information so furnished), do not contain furnished or otherwise made publically available) contains any material misstatement of fact or omit omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not materially misleading as of on the date such information is dated or certifiedwhen furnished; provided that (a) with respect to financial estimates, projected or forecasted financial information and other forward-looking information, the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, each Credit Party Issuer represents and warrants only that such certificate, written statement, written report or written information was prepared in good faith based on upon assumptions believed to be reasonable at the time delivered (of preparation; it being recognized by the Lendersunderstood that (a) such projections and forecasts, however, that projections as to future events events, are not to be viewed as facts and facts, that actual results during the period(s) covered by any such projections or forecasts may differ significantly from the projected or forecasted results and that such differences may be material and that the Credit Parties make no representation that such projections will and forecasts are not a guarantee of financial performance (it being acknowledged and agreed by the Holders that certain information furnished by the Issuer for purposes of this representation and warranty may contain material non-public information which shall be realized) expressly subject to the confidentiality provision set forth in Section 25 in all respects), and (b) as no representation is made with respect to any such written statements, written information and written reports furnished on behalf of the Credit Parties to the Administrative Agent and the Lenders by third parties in connection with the negotiation of any Loan Document (as modified a general economic or supplemented by other information so furnished), the Borrower represents only that it is not aware of any material misstatement or omission thereingeneral industry nature.

Disclosure; No Material Misstatements. The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Credit Parties Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished), included therein or delivered pursuant thereto do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, written statement, written report, or written information was based upon or constitutes a forecast or projection, each Credit Party the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, written statement, written report report, or written information was prepared in good faith based on assumptions believed to be reasonable at the time delivered (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Credit Parties make Borrower makes no representation that such projections will be realized) and (b) as to any such written statements, written information and written reports furnished on behalf of the Credit Parties to the Administrative Agent and the Lenders supplied by third parties in connection with the negotiation of any Loan Document (as modified or supplemented by other information so furnished)parties, the Borrower represents only that it is not aware of any material misstatement or omission therein.