Disclosure; Projections. The Company has made available to the Investors all the information reasonably available to the Company that the Investors has requested for deciding whether to acquire the Subscription Shares, including certain of financial projections with respect to the Company (the “Projections”), each of which were prepared in good faith. To the Warrantors’ Knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Investors at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
Disclosure; Projections. (a) The Borrower has delivered to each Lender a copy of the Bank Book. The Bank Book, together with the other documents, certificates and other writings delivered to the Administrative Agent and the Lenders by or on behalf of the Borrower or any Guarantor specifically for use in connection with the transactions contemplated hereby, fairly describes, in all material respects, the general nature of the business of the Borrower and its Subsidiaries, the transactions contemplated by the Financing Documents and the principal assets of the Borrower and its Subsidiaries. None of this Agreement, the Bank Book, the documents, certificates or other writings delivered to or the Administrative Agent or any Lender by or on behalf of the Borrower or any Guarantor in connection with the transactions contemplated hereby, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made (other than any information that was corrected or updated in writing by the Borrower to the Administrative Agent and the Lenders prior to the Closing Date).
(b) The Projections are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable as of the date of the Projections, and there are no statements or conclusions in any of the Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information regarding the matters reported therein. The Borrower believes that the Projections are reasonable on the Closing Date, it being acknowledged and agreed by the Administrative Agent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results and such differences may be material.
(c) Except as expressly set forth in this Section 4.13, neither the Borrower nor any Guarantor makes any representation with respect to any information, projections, forecasts, statements of opinion, expectations or beliefs of any party contained in the Bank Book or delivered in connection with the transactions contemplated under this Agreement.
Disclosure; Projections. The Warrantors have made available to the Purchaser all the information reasonably available to the Warrantors that the Purchaser has requested for deciding whether to acquire the Purchased Shares, including certain of financial projections with respect to the Company (the “Projections”), each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule (only to the extent fairly and specifically disclosed therein), no information or document provided or disclosed by the Warrantors to the Purchaser or its counsel in connection with the negotiation or execution of the Transaction Documents and certificate furnished or to be furnished to the Purchaser at the Closing contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
Disclosure; Projections. The Company has made available to the Investors all the information reasonably available to the Company that the Investors have requested for deciding whether to acquire the Series C+ Closing Shares, including certain of financial projections with respect to the Company, each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement and no information or materials provided by the Warrantors to the Investors in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby, as qualified by the Private Placement Memorandum, and no information, materials or certificate furnished or to be furnished to the Investors at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. Except as set forth in this Agreement or the Private Placement Memorandum, to the Knowledge of the Warrantors, there is no fact or document or matter that the Company has not disclosed to the Investors in writing and of which any of its officers, directors or executive employees has knowledge and that has had or would reasonably be expected to have any Material Adverse Effect or which would could reasonably be expected by any Warrantor, being a business Person, to materially adversely influence the decision of the Investors to invest in the Company.
Disclosure; Projections. The Company has made available to the Investor all the information reasonably available to the Company that the Investor has requested for deciding whether to acquire the Series B Preferred Shares, including certain of financial projections with respect to the Company, each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Investor at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made..
Disclosure; Projections. Each Warrantor has made available to the Purchaser all the information reasonably available to such Warrantor that the Purchaser has requested for deciding whether to acquire the Series E Shares, including certain of financial projections with respect to the Company (the “Projections”), each of which were prepared in good faith. No representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Purchaser at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
Disclosure; Projections. The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Preferred Shares, including certain of the Company’s financial projections (the “Projections”), each of which were prepared in good faith. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Purchasers at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
Disclosure; Projections. As of the Closing Date, except for projections and pro forma financial information, no statement or information contained in this Agreement, any other Loan Document, any Transfer Agreement or any other document, certificate or statement prepared and furnished by any Loan Party or any Affiliate thereof, including PASS Parent, to the Administrative Agent, the Blackstone Representative or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement, any Transfer Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party or any Affiliate thereof, including PASS Parent, that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in any Transfer Agreement or in any other documents, certificates and statements furnished to the Administrative Agent, the Blackstone Representative and the Lenders for use in connection with the transactions contemplated hereby, by any Transfer Agreement and by the other Loan Documents. As of the applicable Borrowing Base Certificate Date, the Borrowing Base Certificate Date Base Case Model is (a) based on reasonable assumptions as to all factual matters that are material to the estimates set forth therein and (b) consistent in all material respects with the provisions of the Operative Documents.
Disclosure; Projections. Neither this Credit Agreement nor any financial statements delivered to an Agent or the Lenders nor any other document, certificate or statement furnished to an Agent or the Lenders by or on behalf of a Credit Party or any of its Subsidiaries in connection with the transactions contemplated hereby, including, without limitation, the offering memorandums prepared in connection with the closing of this Credit Agreement (as supplemented by the disclosure on Schedule 6.22), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein in the light of the circumstances under which they were made not misleading as of the date such financial statement, document, certificate or other statement was made or delivered. All financial projections concerning the Credit Parties and their Subsidiaries made available to the Agents and the Lenders, whether prior to or after the Closing Date, including, without limitation, projections in the budgets prepared pursuant to Section 7.1(e), have been prepared in good faith based upon reasonable assumptions.
Disclosure; Projections. The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Purchased Shares. To the Warrantors’ knowledge, no representation or warranty of any Warrantor contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to the Purchasers at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
