Information, etc. The Borrower shall promptly furnish to Moody's, S&P, the Custodian and the Administrative Agent, and the Adminxxxxxxxve Agent shall furnish to the Lenders, copies of the following financial statements, reports and information:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower (beginning with the year ended December 31, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal year and the related consolidated statements of operations, members' equity and cash flows for such fiscal year (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at year end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in comparative form the figures for the previous fiscal year, if any, reported on without material qualification by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower has otherwise complied with Sections 6.1.1 and 6.1.18;
(b) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (beginning with the quarter ended September 30, 2006) a consolidated balance sheet of the Borrower as of the end of such fiscal quarter and the related consolidated statements of operations, members' equity and cash flows for such fiscal quarter and for the portion of the fiscal year ended at the end of such fiscal quarter (including a schedule setting forth all investments of the Borrower and the Market Value of each such investment at quarter end (regardless of whether such investments are then required under GAAP to be set forth), setting forth in the case of each fiscal quarter ending on or after September 30, 2007 in comparative form the figures for the corresponding fiscal quarter and the corresponding portion of the previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by an Authorized Officer of the Borrower;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit H hereto (x) setting forth (i) Company Equity as of the last day of the fiscal quarter o...
Information, etc. Acquiror acknowledges and agrees that the Company has not made any representation or warranty, expressed or implied, as to the Company or any Company Subsidiary or as to the accuracy or completeness of any information regarding the Company or any Company Subsidiary furnished or made available to Acquiror and its representatives, except as expressly set forth in this Agreement (including the Schedules and Exhibits attached hereto), and the Company shall not have or be subject to any liability to Acquiror or any other Person resulting from the distribution to Acquiror, or Acquiror’s use of or reliance on, any such information or any information, documents or material made available to Acquiror in any “data rooms”, “virtual data rooms”, management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby.
Information, etc. Between the date of this Agreement and the Effective Time, the Company shall (and shall cause its Subsidiaries to) afford to authorized representatives (including, without limitation, attorneys, auditors, financial advisors and actuaries) of Parent reasonable access during normal business hours to all of the Company's personnel, offices and other facilities and to its books and records and will permit such party and its authorized representatives to make such inspections of its financial and operating data and other information with respect to its business and properties as such party and its authorized representatives may from time to time reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 5.11 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Amalgamation. The confidentiality of all such documents and information furnished in connection with the transactions contemplated by this Agreement shall be governed by the terms of the Confidentiality Letter dated June 9, 1998 from Parent to the Company (the "Confidentiality Letter").
Information, etc. The Company covenants and agrees that, it will, to the extent not already provided to TCW or its Affiliates pursuant to the Credit Agreement, deliver to TCW at the Company's expense the information specified below:
(a) promptly after the same are available, copies of all such proxy statements, financial statements and reports as the Company shall send or make available generally to any of its security holders or as any Subsidiary of the Company shall send or make available generally to any of its security holders other than the Company or another Subsidiary, and copies of all regular and periodic reports on Forms 10-KSB, 10-QSB or 8-K and of all final registration statements (other than those on Form S-8) and prospectuses which the Company or any Subsidiary of the Company may file with the Commission, or with any securities exchange; and
(b) such other information, including financial statements and computations, relating to the performance of the provisions of this Agreement and the affairs of the Company or any of the Company's Subsidiaries as TCW may from time to time reasonably request.
Information, etc so far as permitted by applicable law, give or procure to be given to the Trustee such advice, opinions (legal or otherwise), certificates, reports, information and evidence as it shall require and in such form as it shall require (including without limitation the procurement by the Issuer and/or the Guarantor of all such certificates called for by the Trustee pursuant to Clause 11.4) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under this Trust Deed, the Agency Agreement, the Notes or any related document or by operation of law;
Information, etc. The Purchaser acknowledges and agrees that neither the Company nor any Affiliate or representative of the Company has made any representation or warranty, expressed or implied, as to the Company or its Subsidiaries or as to the accuracy or completeness of any information regarding the Company or its Subsidiaries furnished or made available to the Purchaser and its representatives, except as expressly set forth in Article V or in the Letter of Transmittal, and the Stockholders shall not have or be subject to any liability to the Purchaser or any other Person resulting from the distribution to the Purchaser, or the Purchaser's use of or reliance on, any such information or any information, documents or material made available to the Purchaser in any data room, presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby.
Information, etc. The Company covenants and agrees that, it ----------------- will, to the extent not already provided to TCW or its Affiliates pursuant to the Credit Agreement, deliver to TCW at the Company's expense the information specified below:
Information, etc. If such Facility Party is a Seller, such Seller will provide the Purchaser, promptly after request thereby, with such information, reports, documents, books and records related to a Purchased Receivable as the Purchaser may reasonably request, including (a) a copy of the purchase order or sales order and Invoices relating to each Purchased Receivable; (b) a copy of the xxxx of lading and any other shipping document relating to the Purchased Receivable; and (c) all xxxxxxxx, statements, correspondence and memoranda directed to the customer in relation to each Purchased Receivable.
Information, etc. Parent acknowledges and agrees that neither the Company nor its Affiliates or representatives have made any representation or warranty, expressed or implied, as to the Company or any Company Subsidiary or as to the accuracy or completeness of any information regarding the Company or any Company Subsidiary furnished or made available to Parent and its representatives, except as expressly set forth in this Agreement (including the Schedules and Exhibits attached hereto), and the Company shall not have or be subject to any liability to Parent or any other Person resulting from the distribution to Parent, or Parent's use of or reliance on, any such information or any information, documents or material made available to Parent in any data room, presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby.
Information, etc. All of the information, representations and other matters of fact communicated in writing to TfNSW or TfNSW's Associates by the Operator and its directors, officers, employees, servants, agents or Related Entities, in connection with or arising out of the entering into of this Contract were (at the dates submitted to the TfNSW or TfNSW’s Associates) and remain, in all material respects, true, accurate and not misleading.
