Common use of Accuracy of Information, etc Clause in Contracts

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As 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 Closing Dateaggregate, no could reasonably be expected to result in a Material Adverse Effect. No written statement or information (excluding the projections and pro forma financial information referred to 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, therein not misleading in light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of however, that with respect to the Closing Dateprojections, the 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 above, the Borrower represents only that the same were prepared in good faith and 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.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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 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 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, therein not materially misleading in the light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of the Closing Datehowever, that (i) with respect to the projections and other pro forma financial information contained in the materials referenced above above, the Borrower represents only that the same were prepared in good faith and 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 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 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.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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 Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, 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, in light of the circumstances under which they were made, not materially misleadingmisleading (in the case of any of the foregoing to the extent relating to the Target on or prior to the Closing Date, to the Borrower’s knowledge). As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time mademade 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or all written information (excluding the projections and other than projections, pro forma financial information, financial estimates, forecasts, forward-looking information referred to belowand information of a general or economic nature) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the Lenders or any of them, 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 Documents, did not (taken as a whole) contain, contained as of the date such statementstatements, information, documents or certificate was certificates were so furnished, any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained herein or therein, therein (taken as a whole) not materially misleading in light of the circumstances under which they were so made, not materially misleading. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced above are are, as of the Closing Date, 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 projections and financial information 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 information may differ from the projected results set forth therein by a material amountand such difference may be material.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, 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 Loan Document document, certificate or any certificate statement furnished by or on behalf of the Company to the Administrative Agent or the Lenders Banks, 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 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 in order to make the statements contained herein or therein, therein not materially misleading in each case taken as a whole and in light of the circumstances under which they were made; provided that, not materially misleading. As of the Closing Datewith respect to any such statement or information with respect to projected financial information or other projected results, the projections and pro forma financial Company represents only that such information contained in the materials referenced above are was based upon good faith estimates and assumptions believed by management of the Borrower Company 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 Banks that such financial 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 Agents and the Lenders that such financial 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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, including the 2012 Transactions, when taken as a whole, contained as of the date such statement, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing DateThe information, no statement or information (excluding the projections and pro forma financial information referred to below) taken as a whole, contained in this Agreement, any the other Loan Document Documents, the Confidential Information Memorandum or any certificate the other documents, certificates or statements furnished by or on behalf of the Borrower 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 wholeDocuments, contained did not contain as of the date such statement, information, or certificate information was so furnishedfurnished (or, in the case of the Confidential Information Memorandum, together 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 in order to make the statements information contained herein or therein, therein not misleading in light of the circumstances under which they were made, not materially misleadingsuch information was furnished. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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 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 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, therein not materially misleading in the light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of however, that (i) with respect to the Closing Date, the projections and pro forma financial information contained in the materials referenced above above, the Borrower represents only that the same were prepared in good faith and 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 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 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.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, Agreement or any other Loan Document document, certificate or any certificate statement furnished by or on behalf of the Company to the Administrative Agent or the Lenders Banks, 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 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 in order to make the statements contained herein or thereintherein not misleading in each case taken as a whole; provided that, in light of the circumstances under which they were made, not materially misleading. As of the Closing Datewith respect to any such statement or information with respect to projected financial information or other projected results, the projections and pro forma financial Company represents only that such information contained in the materials referenced above are was based upon good faith estimates and assumptions believed by management of the Borrower Company 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 Banks that such financial 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 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.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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 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 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, therein not materially misleading in the light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of however, that (i) with respect to the Closing Date, the projections and pro forma financial information contained in the materials referenced above above, the Borrower represents only that the same were prepared in good faith and 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 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 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.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections and pro forma financial information referred to belowother than general market, industry or economic data) contained in this Agreement, any other Loan Document Document, the Registration Statement or any other document, certificate or written statement furnished to the Administrative Agent or the 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 Documents, 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 made or so furnishedfurnished (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, in light of the circumstances under which they were made, therein not materially misleading. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower in good faith 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 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 information may differ from the projected results set forth therein by a material amountand such differences may be material.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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, therein not misleading in light of the circumstances under which they such statements were made; provided, not materially misleading. As of however, that with respect to the Closing DateProjections, the 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 above, the Borrower represents only that the same were prepared in good faith and 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.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections other than any financial projections, any other forward-looking information and pro forma financial any information referred to belowof a general economic or industry nature) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or writing furnished by or on behalf of any Borrower 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 wholeDocuments, contained as of the date such statementdocument, information, certificate or certificate writing was so furnishedfurnished (or, in 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 in order to make the statements contained herein or therein, therein not materially misleading in light of the circumstances under which they such statements were made, not materially misleading. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced above are have been prepared in good faith based upon good faith estimates and assumptions believed by management of the Parent 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 understood that such financial 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 information projections may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the any projections and pro forma financial information referred to belowinformation) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate furnished or written statement relating to the Administrative Agent or the Lenders or any of them, 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 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, therein not materially misleading at the time made in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, made in light of the circumstances under which they such assumptions were made, it being recognized by the Agents and the Lenders that such financial 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections other than projections, budgets, other estimates and pro forma financial information referred to belowgeneral market data) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, 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 (as modified or supplemented by other information so furnished), 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 so furnishedfurnished (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 in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. (a) As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any other report, document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf at the request of any Loan Party to the Administrative Agent, the Lead Arranger and Bookrunner, the DSRA L/C Issuing Banks, the Lenders or the Independent Consultants, or any of them (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 when or pursuant to the terms of the Loan Documents, 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 in order to make the statements contained herein or therein, therein not materially misleading in light of the circumstances under in which they such statements were made, not materially misleading. . (b) As of the Closing Date, the projections and other pro forma financial or forward-looking information contained in the materials referenced above are based upon were prepared by the Borrower in good faith estimates and on the basis of assumptions believed by management of the Borrower to be that were reasonable at the time made, in light of the circumstances under which they were madeconditions existing at the time of delivery, it being recognized by the Agents DSRA L/C Issuing Bank and the Lenders that such financial 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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, including the Transactions, when taken as a whole, contained as of the date such statement, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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 (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 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, therein not materially misleading in the light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of however, that (i) with respect to the Closing Date, the projections and pro forma financial information contained in the materials referenced above above, the Borrower represents only that the same were prepared in good faith and 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 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 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.

Accuracy of Information, etc. As of the Closing Date, no statement or written information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate otherwise furnished to the Administrative Agent or the 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 Documents, when taken as a whole, contained as of the date such statement, information, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of the Borrower 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 Documents, 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 thereintherein not misleading in any material manner (known to the Borrower, in light the case of the circumstances under which they were madeany document not furnished by it); provided, not materially misleading. As of the Closing Date, that the projections and pro forma financial information contained in the materials referenced 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, in light of the circumstances under which they were made, it being recognized by the Agents and the Lenders that such financial 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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 Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, 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, in light of the circumstances under which they were made, not materially misleadingmisleading (in the case of any of the foregoing to the extent relating to the Target on or prior to the Closing Date, to the Borrower’s knowledge). As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections other than any financial projections, any other forward-looking information and pro forma financial any information referred to belowof a general economic or industry nature) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document, certificate or writing furnished to the Administrative Agent or the Lenders or any of them, 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 wholeDocuments, contained as of the date such statementdocument, information, certificate or certificate writing was so furnishedfurnished (or, in 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 in order to make the statements contained herein or therein, therein not materially misleading in light of the circumstances under which they such statements were made, not materially misleading. As of the Closing Date, the The projections and pro forma financial information contained in the materials referenced above are have been prepared in good faith based upon good faith estimates and assumptions believed by management of the Parent 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 understood that such financial 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 information projections may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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, therein not misleading in light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of however, that (a) with respect to the Closing Dateprojections, the 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 above, the Borrower represents only that the same were prepared in good faith and 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 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.

Accuracy of Information, etc. As No report, financial statement, certificate, written information or statement furnished by or on behalf of Holdings or the Closing DateBorrower (other than projections, no statement or information (excluding the projections and pro forma financial information, estimates, budgets, other forward-looking information referred to belowand information of a general economic or industry nature) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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 (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 so furnishedfurnished (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 in order to make the statements contained herein or thereintherein (when taken as a whole), in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the With respect to projections and pro forma financial information contained referenced above, Holdings and the Borrower represent that such information was prepared in the materials referenced above are good faith 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, preparation; it being recognized by the Agents and the Lenders understood that such financial 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 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.

Accuracy of Information, etc. As of the Closing Date, no No statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document Document, the Confidential Information Memorandum or any other document or certificate (excluding any projections, pro forma financial information or estimates and general market or industry data) furnished to the Administrative Agent or the Lenders or any of them, 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 (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 in order to make the statements contained herein or therein, therein not materially misleading in light of the circumstances under which they such statements were made. The projections, not materially misleading. As of the Closing Date, the projections and pro forma financial information and estimates contained in the materials referenced 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 Administrative Agent and the Lenders that such financial 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or No written information (excluding the projections and pro forma financial information referred to below) 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 to the Administrative Agent or the Lenders or any of them, 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 Documents, when taken as a whole, contained (or will contain) as of the date such statement, information, document or certificate was so furnishedfurnished (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 in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not materially misleading. As of ; provided that the Closing Date, the projections and pro forma financial information Projections contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no statement or information (excluding the any projections and pro forma financial information referred to belowinformation) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the 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 Documents, including the Transactions, when taken as a whole, contained as of the date such statement, information, 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, in light of the circumstances under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial information contained in the materials referenced 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 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 information may differ from the projected results set forth therein by a material amount.

Accuracy of Information, etc. As of the Closing Date, no No written statement or information (excluding the projections and pro forma financial information referred to 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, therein not misleading in light of the circumstances under which they such statements were mademade after giving effect to any supplements thereto; provided, not materially misleading. As of however, that (a) with respect to the Closing Dateprojections, the projections and other pro forma financial information and information of a general economic or industry-specific nature contained in the materials referenced above above, the Borrower represents only that the same were prepared in good faith and 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 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 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.