Accuracy of Information; Full Disclosure. Neither this Agreement nor any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of Borrower to Administrative Agent or any Bank in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, or required herein to be furnished by or on behalf of Borrower (other than projections which are made by Borrower in good faith), contains any untrue or misleading statement of a material fact or omits a material fact necessary to make the statements herein or therein not misleading. To the best of Borrower’s knowledge, there is no fact which Borrower has not disclosed to Administrative Agent and the Banks in writing which materially affects adversely nor, so far as Borrower can now foresee, will materially affect adversely the business affairs or financial condition of Borrower or the ability of Borrower to perform this Agreement and the other Loan Documents.
Accuracy of Information; Full Disclosure. Neither this Agreement nor any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of Borrower to Administrative Agent or any Bank in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby, required herein to be furnished by or on behalf of Borrower (other than projections which are made by Borrower in good faith) or certified as being true and correct by or on behalf of the Borrower to the Administrative Agent or any Bank in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so certified) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading in any material respect; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact which Borrower has not disclosed to Administrative Agent and the Banks in writing or that is not included in General Partner’s SEC Reports that materially affects adversely or, so far as Borrower can now reasonably foresee, will materially affect adversely the business or financial condition of Borrower or the ability of Borrower to perform this Agreement and the other Loan Documents.
Accuracy of Information; Full Disclosure. Guarantor represents and warrants with respect to itself that neither this Guaranty nor any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of Guarantor to Lender in connection with the negotiation of the Loan Documents or the consummation of the transactions contemplated thereby, or required herein or by the other Loan Documents to be furnished by or on behalf of Guarantor, contains any untrue or misleading statement of a material fact; there is no fact which Guarantor has not disclosed to Lender in writing which materially affects adversely any of the property covered by the Loan and Security Agreement or the business affairs or financial condition of Guarantor, or the ability of Guarantor to perform this Guaranty and the other Loan Documents to which Guarantor is a party.
Accuracy of Information; Full Disclosure. To the best of Guarantors’ knowledge, neither this Guaranty nor any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of Borrowers or Guarantors to Administrative Agent or any Bank in connection with the negotiation of the Loan Documents or the consummation of the transactions contemplated thereby, or required herein or by the Loan Documents to be furnished by or on behalf of Borrowers or Guarantors, contains any untrue or misleading statement of a material fact or omits a material fact necessary to make the statements herein or in the Loan Documents not misleading; and, to the best of Guarantors’ knowledge, there is no fact which any Guarantor has not disclosed to Administrative Agent and the Banks in writing which materially affects adversely or, so far as Guarantors can now foresee, will materially affect adversely any of the Mortgaged Property under the Mortgage executed by it or the business affairs or financial condition of Borrowers or Guarantors, or the ability of Borrowers or Guarantors to perform this Guaranty and the other Loan Documents.
Accuracy of Information; Full Disclosure. (a) All financial statements, including any related schedules and notes appended thereto, delivered and to be delivered to Agent and/or any Lender pursuant to this Agreement have been or will be prepared in accordance with GAAP with respect to Borrowers and on a statutory basis with respect to Guarantors and do and will fairly present the financial condition of each Borrower, its consolidated Subsidiaries, if any, and Guarantors on the dates thereof and results of operations for the periods covered thereby and discloses all liabilities (including contingent liabilities) of any kind of such Borrower and such Guarantor.
(b) Since the date of the most recent financial statements furnished to Agent and/or any Lender, there has not been any material adverse change in the financial condition, business or operations of any Borrower or any Guarantor.
(c) All financial statements and other statements, documents and information furnished by Borrowers or Guarantors, or any of them, to Agent and/or any Lender in connection with this Agreement and the Notes and the transactions contemplated hereunder do not and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Each Borrower and each Guarantor has disclosed to Agent in writing any and all facts which materially and adversely affect the business, properties, operations or condition, financial or otherwise, of such Borrower or such Guarantor, or such Borrower’s or such Guarantor’s ability to perform its obligations under this Agreement and the Notes.
Accuracy of Information; Full Disclosure. (a) All information furnished to Banks concerning the financial condition of SunSource Inc. and its Consolidated Subsidiaries, including SunSource L.P. and its Consolidated Subsidiaries', SDIPI's, and the Guarantors' respective annual financial statements for the period ending December 31, 1996, and SunSource L.P. and its Consolidated Subsidiaries' consolidated interim financial statement for the period ending June 30, 1997, copies of which have been furnished to Banks, have been prepared in accordance with GAAP (except that the annual financial statements of SDIPI were prepared on a tax basis, not a GAAP basis) and fairly present the financial condition of SDIPI, Guarantors and SunSource L.P. and its Consolidated Subsidiaries as of the dates and for the periods covered and discloses liabilities of SDIPI, Guarantors and SunSource L.P. and its Consolidated Subsidiaries required to be disclosed under GAAP and, except on the date hereof for the effect of the Conversion, there has been no Material Adverse Change from the date of such statements to the date hereof; and
(b) All financial statements and other documents furnished by SunSource L.P., SDIPI, Guarantors and SunSource Inc. and its subsidiaries to the Banks in connection with this Agreement and the Promissory Notes do not and will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Borrowers and Guarantors have disclosed to the Banks in writing any and all facts which materially and adversely affect the business, properties, operations or condition, financial or otherwise, of Guarantors and Borrowers or the Borrowers' or Guarantors' ability to perform their respective obligations under this Agreement and the Promissory Notes.
Accuracy of Information; Full Disclosure. (a) All financial statements, including any related schedules and notes appended thereto, delivered and to be delivered to WFPC pursuant to this Agreement have been or will be prepared in accordance with GAAP and do and will fairly present the financial condition of each Borrower and its consolidated Subsidiaries, if any, on the dates thereof and results of operations for the periods covered thereby, subject, as applicable, to year end adjustments and discloses all liabilities (including contingent liabilities) of any kind of such Borrower if and to the extent required by GAAP.
(b) Since the date of the most recent financial statements furnished to WFPC, there has not been any adverse change in the financial condition, business or operations of any Borrower.
(c) All financial statements and other statements, documents and information furnished by Borrowers, or any of them, to WFPC in connection with this Agreement and the Note and the transactions contemplated hereunder do not and will not, taken as a whole, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (other than any financial forecasts or projections, as to which no representation or warranty is given other than in the immediately following sentence). All financial forecasts, financial projections and other forward-looking information delivered to WFPC have been prepared in good faith based on assumptions believed to be reasonable at the time such forecasts, projections or information were prepared. Each Borrower has disclosed to WFPC in writing any and all facts which materially and adversely affect the business, properties, operations or condition, financial or otherwise, of such Borrower, or such Borrower’s ability to perform its obligations under this Agreement and the Note.
Accuracy of Information; Full Disclosure. To the knowledge of Buyer, none of the representations and warranties of Buyer in this Agreement nor in any Ancillary Document to be furnished by Buyer pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading
Accuracy of Information; Full Disclosure. No representation, warranty or other statement made by any Loan Party in this Agreement, the CDH Guarantee or any other Loan Document or in any certificate, written statement or other document furnished to the Agent or any Lender by or on behalf of any Loan Party pursuant to or in connection with this Agreement, the CDH Guarantee or any other Loan Document or the transactions contemplated hereby or thereby, contains any untrue statement of a material fact or omits 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 misleading. There is no fact known to the Borrower as of the date of this Agreement which the Borrower has not disclosed to the Agent and the Lenders in writing prior to the date of this Agreement which has had, or could reasonably be expected to have, a Material Adverse Effect.
Accuracy of Information; Full Disclosure. All documents delivered by or on behalf of Sellers in connection with this Agreement are complete and accurate in all material respects. No representation or warranty of Sellers contained in this Agreement or in any Schedule hereto or in any Ancillary Agreement delivered to Purchaser pursuant hereto or in connection herewith and none of the written data or information furnished or made available to Purchaser by Sellers contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made, in the context in which made, not false or misleading. To the Knowledge of Sellers, there is no fact that has not been disclosed to Purchaser that has or could reasonably be expected to have a Material Adverse Effect.
