Common use of Complete Disclosure Clause in Contracts

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished on or before the date as of which this representation is made or deemed made) is, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 4 contracts

Samples: Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.), Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.), Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.)

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Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2May 19, 2023, 2015 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 3 contracts

Samples: Credit Agreement (PointClickCare Corp.), Credit Agreement (PointClickCare Corp.), Credit Agreement (PointClickCare Corp.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 23, 20232021, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the The information included provided in the any Beneficial Ownership Certification Certificate delivered under this Agreement is true and correct in all respectsrespects on the date on which such Beneficial Ownership Certificate is delivered.

Appears in 3 contracts

Samples: Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)

Complete Disclosure. All factual written information (taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industrywhole) furnished by or on behalf of (at their direction) Holdings, a Loan Party Borrower or any of a Loan Party’s its Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents, but excluding Projections) for purposes of or in connection with this Agreement or Agreement, the other Loan Documents Documents, or any transaction contemplated herein or therein is, and all other such written factual information (taken as modified a whole) hereafter furnished by or supplemented by on behalf of Borrower or its Restricted Subsidiaries in writing to Agent or any Lender (other information so furnished on or before the date as of which this representation is made or deemed madethan Projections) iswill be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The On the Closing Date, the Closing Date Projections delivered to Agent on February 2, 2023, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ represent Borrower’s good faith estimate, on the date such Projections are delivered, estimate of Loan Parties’ Borrower’s and their its Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties Borrower and their its Restricted Subsidiaries, the actual results during the period or periods covered by such Projections may differ significantly from the projected results, and no assurances can be given that such Projections projections or forecasts will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 3 contracts

Samples: Credit Agreement (Landrys Restaurants Inc), Credit Agreement (Landrys Restaurants Inc), Credit Agreement (Landrys Restaurants Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower's industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted , Parent or their respective Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower's industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party, Parent or before the date as of which this representation is made their respective Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2April 13, 2023, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower's good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Restricted Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower's good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 3 contracts

Samples: Credit Agreement (PROS Holdings, Inc.), Credit Agreement (PROS Holdings, Inc.), Credit Agreement (PROS Holdings, Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrowers' industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2April 3, 2023, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Restricted Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the The Beneficial Ownership Certification most recently delivered to Agent and the Lenders, as may be updated or replaced from time to time, is true and correct in all respects.

Appears in 3 contracts

Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Oilfield Services Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2November 1, 20232016, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (Falcon Capital Acquisition Corp.), Credit Agreement (Falcon Capital Acquisition Corp.)

Complete Disclosure. All written factual written information taken as a whole (other than materials marked as drafts and forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Credit Party or any of a Loan Party’s Restricted its Subsidiaries in writing to the Administrative Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Credit Documents) for purposes of or in connection with this Agreement or the other Loan Credit Documents, and all other such written factual information taken as a whole (other than materials marked as drafts and forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or on behalf of a Credit Party or its Subsidiaries for purposes of or pursuant to the terms of this Agreement or the other Credit Documents (as modified in writing to the Administrative Agent or supplemented by other information so furnished on or before the date as of which this representation is made or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to the Administrative Agent on February 2August 20, 2023, 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ on a consolidated basis, Borrower’s good faith estimate, on the date such Projections are delivered, of Loan the Credit Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to the Administrative Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan the Credit Parties and their Restricted Subsidiaries, and that no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially in a material manner from projected or estimated resultssuch Projections). As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Appears in 2 contracts

Samples: Credit Agreement (WABASH NATIONAL Corp), Credit Agreement (WABASH NATIONAL Corp)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan DocumentsDocuments or Parent’s Exchange Act filings) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2or about January 19, 2023, 2022 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (Hudson Technologies Inc /Ny), Credit Agreement (Hudson Technologies Inc /Ny)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not not, as of such date, incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2March 21, 2023, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (FleetMatics Group PLC), Credit Agreement (FleetMatics Group PLC)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 222, 2023, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (Salem Media Group, Inc. /De/), Credit Agreement (Salem Media Group, Inc. /De/)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2August 24, 20232021, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (CVR Partners, Lp), Credit Agreement (CVR Energy Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections most recently delivered to Agent on February 2, 2023, before the Closing Date represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industrythe industry of Parent and its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of Parent and its Subsidiaries) hereafter furnished by or supplemented by other information so furnished on behalf of Parent or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2August 22, 2023, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Parent’s and each Loan Party’s good faith estimate, on the date such Projections are delivered, of Loan Parties’ and their Restricted Parent’s its Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties the Parent and their Restricted its Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Parent’s and each Loan Party’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Parent and Loan Parties believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (BlueLinx Holdings Inc.), Credit Agreement (BlueLinx Holdings Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole and together with Administrative Borrower’s filings with the SEC (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, the Closing Date represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future projected performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 2 contracts

Samples: Credit Agreement (INFINERA Corp), Credit Agreement (INFINERA Corp)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2March 19, 2023, 2014 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Callidus Software Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent, Revolving Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan DocumentsDocuments or Comtech’s Exchange Act filings) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent, Revolving Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent and Revolving Agent on February 2or about April 30, 2023, 2024 represent, and as of the date on which any other Projections are delivered to Agent and Revolving Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent and Revolving Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Comtech Telecommunications Corp /De/)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents is, and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, when furnished and taken as modified or supplemented by other information so furnished on or before the date as of which this representation is made or deemed made) isa whole, true and accurate, in all material respects, on the date as of which such information is dated or certified and does not incomplete by omitting and will not, when furnished and taken as a whole, omit to state any material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided, in each case, after giving effect to all supplements and updates thereto subsequent to the date on which such information was dated, certified or furnished. The Projections delivered to Agent on February 2March 27, 2023, 2021 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: First Lien Term Loan Facility Credit Agreement (Jakks Pacific Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2March 11, 2023, 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the The information included in the Beneficial Ownership Certification most recently provided to Lenders, if applicable, is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Titan Machinery Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2August 19, 2023, 2024 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Emergent BioSolutions Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowersand their Subsidiaries industry) furnished by or on behalf of (at Borrowers or their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or Agreement, the other Loan Documents or any transaction contemplated herein or therein is, and all other such factual information (taken as modified a whole) hereafter furnished by or supplemented by other information so furnished on behalf of Borrowers or before the date as of which this representation is made their Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, accurate in all material respects, respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as other than forward-looking information and projections and information of a wholegeneral economic nature and general information about Borrowers’ and their Subsidiaries industry) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The On the Closing Date, the Closing Date Projections delivered to Agent on February 2, 2023, represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the represent Borrowers’ good faith estimate, on the date such Projections are delivered, best estimate of Loan Parties’ their and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties Borrowers and their Restricted SubsidiariesSubsidiaries and are not to be viewed as facts, and that no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially in a material manner from projected or estimated resultssuch Projections). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Loan and Security Agreement (Majestic Holdco, LLC)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2November 13, 2023, 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (CMI Acquisition, LLC)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s its Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Restricted Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2November 17, 2023, 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Bxxxxxxx’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Bxxxxxxx’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Glass House Brands Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Xxxxxxxx’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and and, when taken together with the Borrower’s public filings made with the SEC, not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, represent, and as As of the date on which any other Projections are delivered to Agent, such additional Projections will represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Xxxxxxxx to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Xxxxxxxx’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

Appears in 1 contract

Samples: Loan and Security Agreement (Sunrise Realty Trust, Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished), and all other such factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a wholewhole after giving effect to any updates provided) not misleading in any material respect at such time in light of the circumstances under which such information was provided, it being understood that financial statements only contain such disclosures as are required by GAAP. The Projections delivered made available to Agent on February 2or around October 1, 2023, 2020 and dated as of September 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (FTS International, Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-forward- looking information and projections and information of a general economic nature and general information about Loan Parties’ industrythe industry of Parent and its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of Parent and its Subsidiaries) hereafter furnished by or supplemented by other information so furnished on behalf of Parent or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2August 22, 2023, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Parent’s and each Loan Party’s good faith estimate, on the date such Projections are delivered, of Loan Parties’ and their Restricted Parent’s its Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties the Parent and their Restricted its Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Parent’s and each Loan Party’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Parent and Loan Parties believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (BlueLinx Holdings Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules incorporated by reference hereto or in the other Loan DocumentsDocuments or Comtech's Exchange Act filings) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent the Required Lenders on February 2or about April 30, 2023, 2024 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Bxxxxxxx’s good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Restricted Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Bxxxxxxx’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Bxxxxxxx believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Senior Credit Agreement Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Subordinated Credit Agreement (Comtech Telecommunications Corp /De/)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ the Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to the Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before its Subsidiaries in writing to the date as of which this representation is made Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections projections delivered to Agent the Lenders on February 2May 13, 2023, 2014 represent, and as of the date on which any other Projections projections are delivered to Agentthe Lenders, such additional Projections projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to the Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ the Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Term Loan Agreement (Us Xpress Enterprises Inc)

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Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Xxxxxxxx’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made their Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2June, 2023, 2019 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Xxxxxxxx’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Xxxxxxxx’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Upland Software, Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information heretofore and projections and information of a general economic nature and general information about Loan Parties’ industry) hereafter furnished by or on behalf of (at their direction) Holdings, a the Loan Party or any of a Loan Party’s Restricted Subsidiaries in writing Parties to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or any of the other Loan Documents, when considered together with the disclosures made herein, in the other Loan Documents (and in the filings made by any Loan Party with the SEC pursuant to the Exchange Act, did not as modified or supplemented by other information so furnished on or before of the date thereof, and will not as of which this representation is made or deemed made) is, true and accurate, in all material respects, on the date as of which any such information is dated hereafter furnished (or certified and not incomplete by omitting to state any fact necessary to make if such information (related to a specific date, as of such specific date), when read together and taken as a whole) , contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in any material respect at such time in light of the circumstances under which such information was providedstatements were made, except for such information, if any, that has been updated, corrected, supplemented, superseded or modified pursuant to a written instrument delivered to Agent and the Lenders. The Projections delivered to Agent on February 2October 14, 2023, 2019 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Parent's good faith estimate, on the date such Projections are delivered, of Loan Parties’ Parent's and their Restricted its consolidated Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by the Borrowers Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties Parent and their Restricted its Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Parent's good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Parent believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the The information included in the Beneficial Ownership Certification most recently provided to Lenders hereunder is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Weatherford International PLC)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a wholewhole with all other information furnished) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2March 27, 2023, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent such Projections were made (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Ciber Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2April 19, 2023, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Asure Software Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party in writing to Agent or before the date as of which this representation is made or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, representprior to the Second Restatement Effective Date represented as of the Second Restatement Effective Date, and as of the date on which any other Projections are delivered to Agentprepared, such additional Projections represent, the Borrowers’ Administrative Borrower’s and Parent’s good faith estimate, on estimate of the date such Projections are delivered, of Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Administrative Borrower and Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Administrative Borrower’s and Parent’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Administrative Borrower and Parent believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Unifi Inc)

Complete Disclosure. All None of the factual written information (taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ industrywhole) furnished by or on behalf of (at their direction) Holdings, a Loan Party Parent or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or Agreement, the other Loan Documents Documents, or any transaction contemplated herein or therein contains, and none of the other factual information (taken as modified a whole) hereafter furnished by or supplemented by other information so furnished on behalf of Parent or before the date as its Subsidiaries in writing to Agent or any Lender will contain, any material misstatement of which this representation is made fact or deemed made) isomits, true and accurateor will omit, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided, it being understood that the factual information referenced in this sentence shall not include the Projections or other forecasts or forward looking statements provided to the Agent or the Lender Group. The On the Closing Date, the Projections delivered to Agent on February 2, 2023, provided represent, and as of the date on which any other Projections projections are delivered to Agent, such additional Projections projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, estimate of Loan Parties’ its and their Restricted Subsidiaries’ its Subsidiaries future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections projections and forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of Loan Parties Borrower and their Restricted Subsidiaries, its Subsidiaries and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts will be realized and further understood that projections concerning reserves or production volumes attributable to the Oil and Gas Properties and production and cost estimates contained in the projections are necessarily based on methods upon professional opinions, estimates and projections and that Borrower and the Subsidiaries do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate, provided that all such projections shall be prepared in good faith based upon assumptions which the Borrowers believed by Borrower to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true delivery thereof to Agent and correct in all respectsconsistent with industry standards).

Appears in 1 contract

Samples: Credit Agreement (Storm Cat Energy CORP)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party in writing to Agent or before the date as of which this representation is made or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, prior to the ClosingThird Amendment Effective Date represent, and as of the date on which any other Projections are delivered to Agentprepared, such additional Projections represent, the Borrowers’ Administrative Borrower’s and Parent’s good faith estimate, on the date such Projections are deliveredprepared, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Administrative Borrower and Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Administrative Borrower’s and Parent’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Administrative Borrower and Parent believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Unifi Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, prior to the Closing Date represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Neogenomics Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, prior to the Closing Date represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (API Technologies Corp.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrowers' industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers' industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party in writing to Agent or before the date as of which this representation is made or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information (taken as a wholewhole with all other information furnished) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2, 2023, representproposed Approved Budget represents, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers' good faith estimate, on the date such proposed Approved Budget and Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ ' future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent such Projections were made (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Debt Agreement (Ciber Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s its Restricted Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Restricted Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2November 17, 2023, 2020 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Glass House Brands Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Borrower’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrower’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2April 29, 2023, 2021 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Borrower’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Borrower’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Borrower believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Birks Group Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2May 16, 2023, 2017 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections will represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Ranger Energy Services, Inc.)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Parties’ industryParty or its Subsidiaries) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent, Revolving Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan DocumentsDocuments or Comtech's Exchange Act filings) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about the industry of any Loan Party or supplemented its Subsidiaries) hereafter furnished by other information so furnished or on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent, Revolving Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent and Revolving Agent on February 2or about April 30, 2023, 2024 represent, and as of the date on which any other Projections are delivered to Agent and Revolving Agent, such additional Projections represent, the Borrowers' good faith estimate, on the date such Projections are delivered, of the Loan Parties' and their Restricted Subsidiaries' future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent and Revolving Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers' good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Term Loan Agreement (Comtech Telecommunications Corp /De/)

Complete Disclosure. All written factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2August 16, 2023, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Aventine Renewable Energy Holdings Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2August 22, 2023, 2023 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Performant Financial Corp)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan PartiesBorrowers’ industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Revolving Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Revolving Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 2May 15, 2023, 2014 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Us Xpress Enterprises Inc)

Complete Disclosure. All factual written information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Loan Parties’ Parent’s industry) furnished by or on behalf of (at their direction) Holdings, a Loan Party or any of a Loan Party’s Restricted its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents Documents, and all other such factual information taken as a whole (as modified other than forward-looking information and projections and information of a general economic nature and general information about Parent’s industry) hereafter furnished by or supplemented by other information so furnished on behalf of a Loan Party or before the date as of which this representation is made its Subsidiaries in writing to Agent or deemed made) isany Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent on February 229, 2023, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, the Borrowers’ Parent’s good faith estimate, on the date such Projections are delivered, of the Loan Parties’ and their Restricted Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by the Borrowers Parent to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’ Parent’s good faith estimate, projections or forecasts based on methods and assumptions which the Borrowers Parent believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

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