Material Disclosures. If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of the Company, the Prospectus would include an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and the Dealer Manager and the Participating Dealers shall suspend the offering and sale of the Offered Shares in accordance with Section 4.13 hereof until such time as the Company, in its sole discretion (a) instructs the Dealer Manager to resume the offering and sale of the Offered Shares and (b) has prepared any required supplemental or amended Prospectus as shall be necessary to correct such statement or omission and to comply with the requirements of the Securities Act.
Material Disclosures. If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs, or the Company receives notice from the Dealer Manager that it believes such an event has occurred, as a result of which the Prospectus or any Authorized Sales Materials would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, then the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager), and the Company will prepare and file with the SEC an amendment or supplement that will correct such statement or omission or effect such compliance to the extent required, and shall make available to the Dealer Manager sufficient copies thereof for its own use and/or distribution to the Participating Dealers. The Dealer Manager and the Participating Dealers, each in their reasonable discretion, shall suspend the offering and sale of the Offered Shares in accordance with Section 4.11 hereof until such time as the Company, in its sole discretion (a) has prepared and filed any such required amendment or supplement or otherwise effected compliance with the Securities Act and (b) instructs the Dealer Manager to resume the offering and sale of the Offered Shares.
Material Disclosures. No statement, representation or warranty made by the Company in this Agreement, or in any certificate, statement, list, schedule or other document furnished or to be furnished to Parent hereunder, contains, or when so furnished will contain, any untrue statement of a material fact, or fails to state, or when so furnished will fail to state, a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances in which they are or will be made, not misleading.
Material Disclosures. To the knowledge of the Buyer, no statement, representation or warranty made by the Buyer in this Agreement or in any exhibit or schedule of the Buyer hereto contains any untrue statement of material fact, or fails to state a material fact necessary to make the statements of the Buyer contained herein or therein, in light of the circumstances in which they are made, not misleading.
Material Disclosures. To Seller’s Knowledge, no statement, representation or warranty made by the Seller or the Company in this Agreement, or in any certificate, statement, list, schedule or other document furnished or to be furnished to the Buyer hereunder, contains, or when so furnished will contain, any untrue statement of a material fact, or fails to state, or when so furnished will fail to state, a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances in which they are or will be made, not misleading.
Material Disclosures. The Borrower has disclosed in writing, or by use of websites in accordance with Clause 18.6 (Use of Websites), to the Facility Agent all material information in its possession relating to the Project, including all Project Documents and other material agreements.
Material Disclosures. The Guarantor has disclosed in writing to the Facility Agent all material information in its possession relating to the Project, including all Project Documents and other material agreements.
Material Disclosures. All information furnished by or on behalf of any Obligor in writing to Burdale in connection with the Finance Documents is true and correct in all material respects as of the date such information is dated or certified and does not omit any material information and is not misleading. No event or circumstance has occurred which has or could reasonably be expected to have a Material Adverse Effect which has not been fully and accurately disclosed to Burdale.
Material Disclosures. It has fully disclosed in writing to the Facility Agent all facts of which it is aware having made due and careful enquiry relating to the Group which it knows could reasonably be expected to materially influence the decision of the Lenders to make the Facilities available to the Obligors.
Material Disclosures. No representation, warranty, covenant or agreement by the Selling Parties contained herein, and no statement contained in any certificate, Schedule, Exhibit, list or other writing furnished to ABEV and Subsidiary in connection with the transactions contemplated hereby, 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. All Schedules and Exhibits hereto and all writings furnished to ABEV and Subsidiary hereunder or in connection with the transactions contemplated hereby are accurate, true and complete. All representations, warranties, covenants and agreements made by the Selling Parties herein and all other agreements and instruments delivered in connection herewith or pursuant hereto and facts and information contained in the Exhibits and Schedules shall be true and correct as of the Closing Date with the same effect as if they had been made at and as of the Closing Date. There are no facts, conditions, or aspects relating to the past or present operations of GFI and the Business which are not set forth herein which would have a material adverse affect upon the operation of the Business after the Closing Date or ABEV and Subsidiary's investment decision in consummating the Merger, and none of the Selling Parties know of any fact, event or action which could result in a material adverse change in the Business, prospects, financial condition or results of operations of GFI and the Business or the operation or ownership of the Assets by ABEV and Subsidiary following the Closing. The records of GFI relating to the Business are accurate and complete in all material respects and there are no matters as to which appropriate entries have not been made in such records.
