Disclosure and Reliance. To Parent’s and Seller’s knowledge, neither the information set forth in this Agreement nor the disclosures in the Disclosure Schedule contain any untrue statement of material fact or omit to state any material fact necessary in order to make Seller’s and Parent’s representations, warranties or disclosures not misleading in light of the circumstances in which made. The representations and warranties made herein are made by Seller and Parent with the expectation that Purchaser is placing reliance thereon.
Disclosure and Reliance. Neither the information set forth in this Agreement nor the disclosures in the Disclosure Schedule contain any untrue statement of material fact or omit to state any material fact necessary in order to make the Initial Members’ representations, warranties or disclosures not misleading in light of the circumstances in which made. The representations and warranties made herein are made by the Initial Members with the expectation that Purchaser is placing reliance thereon.
Disclosure and Reliance. PBS has disclosed to MBI all facts material to the transactions contemplated in this Agreement. None of the information, documents, certificates or instruments furnished or to be furnished by PBS, or any of their representatives, to MBI or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated hereby are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading in light of the circumstances under which made. To the extent that any portion of the representations and warranties made herein were made to PBS knowledge, each such party represents that they have made due and reasonable inquiry with respect thereto.
Disclosure and Reliance. Seller has disclosed to Buyer all facts material to the transactions contemplated in this Agreement. None of the information, documents, certificates or instruments furnished or to be furnished by Seller or any of its representatives to Buyer or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated thereby or hereby are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading. The representations and warranties made herein are made by Seller with the knowledge and expectation that Buyer is placing reliance thereon. To the extent that any portion of the representations and warranties made herein were made to Seller's knowledge, Seller represent that it has made due and reasonable inquiry with respect thereto.
Disclosure and Reliance. 3.1 This letter may be relied upon by you solely in your capacity as Administrative Agent and Lender under the Credit Agreement.
3.2 We have also been asked to permit disclosure of copies of this opinion to, and reliance on it by, the Lenders (as at the date hereof only) under Local Facility Amendment No.2 for whom you act as Administrative Agent (together with you, each an “Addressee” and, together, the “Addressees”).
3.3 This opinion is subject to the following:
(a) we have not advised any Addressee on the content of any Opinion Document or its rights and obligations under any Opinion Document or assisted it in any way in relation to the negotiation of any Opinion Document or those rights and obligations, as to which it has been responsible for having taken such advice as it considers appropriate in the circumstances, including its own counsel (if it has appointed counsel);
(b) we accept a duty of care to the Addressees only in relation to the matters opined on in this letter, but we do not owe, and the issuance of this letter is not to be taken as implying that we owe, the Addressees any wider duty of care in relation to the transactions contemplated by the Opinion Documents or the commercial or financial implications thereunder;
(c) the fact that we have provided this letter to the Addressees will not restrict us from representing and advising our clients (if they so request) in relation to any matter, including relating to one or more Opinion Documents (including in litigation, arbitration or any other dispute resolution procedure) at any time in the future (whether or not adverse to the Addressees or any of their affiliates and whether or not separate advisers are retained on any such matter by any Addressee) (a “Representation”) or have created any client relationship between us and any Addressee;
(d) the fact that we have provided this opinion to the Addressees shall not be deemed to have caused us any conflict of interest in relation to acting on any Representation, Xxxxxxxx & Xxxxx International LLP will not breach any duty that we may owe to you or any of your affiliates by accepting any Representation and the Addressees will not, for themselves or any other entity or person, assert that Xxxxxxxx & Xxxxx International LLP is disqualified from acting on any Representation by reason of our having provided this letter to the Addressees; and
(e) without prejudice to the above provisions, any person who is entitled to, and does, rely on this opinion ...
Disclosure and Reliance. The Buyer is not aware of any other matters or liabilities, contingent or otherwise, which materially adversely affects or has a substantial likelihood in the future of materially adversely affecting the assets or business of the Buyer taken as a whole. No representation or warranty by the Buyer in this Agreement, nor any statement or certificate furnished or to be furnished to the Seller pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of material fact, or omits or will omit to state a material fact known to the Buyer necessary to make the statements contained herein or therein not misleading. The representations and warranties made herein are made by Buyer with the knowledge and expectation that the Company and the Seller is placing reliance thereon.
Disclosure and Reliance. None of the information, documents, certificates or instruments furnished by Seller or the Shareholders to Purchaser or any of its representatives in connection with this Agreement are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading. The representations and warranties made herein are made by Seller and the Shareholders with the knowledge and expectation that Purchaser is placing reliance thereon. To the extent that any portion of the representations or warranties made herein were made to Seller's or any Shareholder's knowledge, Seller and the Shareholders represent that they have made due and reasonable inquiry with respect thereto. Purchaser acknowledges and affirms that such party has had access to such of the books, records, and other materials and information regarding the Seller and the Business and the Assets, deemed necessary by Purchaser to evaluate the merits and risks of the transactions contemplated by this Agreement and acknowledges that it has relied solely on the representations, warranties and covenants contained in this Agreement and the Schedules and its own investigation in entering into this Agreement.
Disclosure and Reliance. Seller and Xxxxxxx have disclosed to Buyer all facts material to the transactions contemplated in this Agreement. None of the information, documents, certificates or instruments furnished or to be furnished by Seller, Xxxxxxx or any of their representatives, to Buyer or any of its representatives in connection with this Agreement or otherwise in connection with the transactions contemplated hereby are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading in light of the circumstances under which made. To the extent that any portion of the representations and warranties made herein were made to Seller's or Xxxxxxx'x knowledge, each such party represents that they have made due and reasonable inquiry with respect thereto.
Disclosure and Reliance. None of the information, documents, certificates or instruments furnished by Eagle to OMNI or any of its representatives in connection with this Agreement are false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading.
Disclosure and Reliance. As of the date of this Agreement, Sellers and PAG have disclosed to Buyer all facts of a historical nature known to them which are material to each Company. To Sellers' knowledge, none of the historical information furnished by Sellers, PAG or any of their respective representatives to Buyer or any of its representatives in accordance with this Agreement, as of the date of this Agreement, is false or misleading in any material respect or contain any material misstatement of fact or omit to state any material facts required to be stated to make the statements therein not misleading. The representations and warranties made herein are made by Sellers and PAG with the knowledge and expectation that Buyer is placing reliance thereon. Notwithstanding the foregoing provisions, this Section 5.34 shall not apply to business plans, future projections or other prospective or forward-looking information furnished by Sellers, PAG, either Company or their respective representatives to Buyer.
