Material Facts Disclosed. None of the representations or warranties made by any Credit Party in the Operative Documents as of the date such representations and warranties were made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of any Credit Party in connection with the Operative Documents (including offering and disclosure materials, if any, delivered by or on behalf of any Credit Party to the Purchasers prior to the Closing Date) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading as of the time when made or delivered in light of the circumstances at the time made; provided, that with respect to any forecasts or projections delivered to the Purchasers, each Credit Party represents only that such information was prepared in good faith based upon assumptions believed to be fair and reasonable at the time in light of current market conditions and that such forecasts or projections are not to be viewed as facts, and that the actual results during such period or periods covered by any such forecasts or projections may differ significantly from projected results.
Material Facts Disclosed. None of the foregoing representations, warranties and statements of fact and no other statement furnished by or on behalf of any Credit Party to the Lender in connection with the Transaction Agreements contain any untrue statement of a material fact or omit to state any material fact necessary to make such statement or representation not misleading to a prospective lender or purchaser of securities of the Company seeking full information as to the Company and the properties, financial condition, prospects, businesses and affairs thereof. The Company has made available to the Lender all the information reasonably available to the Company that the Lender have requested. There is no fact which the Company has not disclosed to the Lender and of which the Company is aware which materially and adversely affects or is reasonably likely to materially and adversely affect the Business.
Material Facts Disclosed. None of the representations and warranties in this Article 5 and no document furnished by or on behalf of the Corporation to the Purchaser in connection with the negotiation of the transaction contemplated by this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary to make any such statement or representation not misleading. To the Knowledge of the Management Vendor, there are no facts not disclosed in this Agreement which, if learned by the Purchaser, might reasonably be expected to materially diminish the Purchaser’s evaluation of the value of the Purchased Shares, the Corporation or which, if learned by the Purchaser, might reasonably be expected to deter the Purchaser from completing the purchase of the Purchased Shares on the terms of this Agreement.
Material Facts Disclosed. None of the statements, documents, certificates or other items prepared or supplied by Borrower with respect to the transactions contemplated hereby, when taken together with all such statements, documents, certificates or other items prepared or supplied by Borrower with respect to the transactions contemplated hereby, contains an untrue statement of a material fact, or fails to disclose a fact that is necessary to be made in order for such material statements not to be misleading (it being recognized by Lender that projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).
Material Facts Disclosed. None of the statements, documents, certificates or other items prepared or supplied by any Loan Party with respect to the transactions contemplated hereby contains an untrue statement of a material fact, or fails to disclose a fact that is necessary to be made in order for any material statement not to be misleading.
Material Facts Disclosed. Xxxxxx has disclosed in writing to Nami facts within their Knowledge relating to the Assets, Lease(s) and Leasehold Interests, which could reasonably be expected to be material to an intending purchaser of the Assets, Lease(s) or Leasehold Interests, or that would have a Material Adverse Affect on the Assets, Lease(s) or Leasehold Interests, or on Nami's acquisition and ownership thereof. 4.14 Lease(s). Xxxxxx owns the Lease(s) free and clear of liens, claims and encumbrances placed against the Assets by Xxxxxx or incurred by Xxxxxx, and Xxxxxx has duly performed all of the obligations under the Lease(s) that are now or will prior to the Closing Date be required to be performed by Xxxxxx, except as is expressly set out in paragraph 4.14(iv) below. Xxxxxx has not received any notice of default under the Lease(s) nor is any such notice pending. The Lease(s) are valid and enforceable in accordance with their terms; further, that: (i) Xxxxxx has not received any notice of, and there exists no event of default under the Lease(s) or event which constitutes or would constitute (with notice or lapse of time or both) a default in any material respect thereunder; and (ii) all working interest owners under such Lease(s) have consented (where such consent is necessary pursuant to the Lease or other agreements) to the consummation of the transactions contemplated by this Agreement without requiring modification in the rights or obligations of Xxxxxx under the Lease(s). (iii) With respect to the Assets, and limited to the time period during which Xxxxxx has owned the Assets, to the best of Xxxxxx'x Knowledge, all rentals and royalties (including minimum royalties, shut-in or otherwise) required to be paid to perpetuate the Lease(s) to the date of this Agreement have been timely and properly paid to the proper parties and in the proper amounts. To the best of Xxxxxx'x Knowledge, (i) the Lease(s), and all material agreements, orders and other instruments creating the Assets or out of which the Assets arise are legal, valid, binding, subsisting, in good standing and in full force and affect, and (ii) the Lease(s) are in full force and effect. (iv) Xxxxxx has a drilling commitment under the S.M.E.P.A. lease which is not current; Xxxxxx has a drilling commitment under the ENPRO lease which is not current; There is a production payment to Cabot Oil and Gas which is assumed herein. 4.15
Material Facts Disclosed. None of the representations or warranties made by any Credit Party in the Operative Documents as of the date such representations and warranties were made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of any Credit Party in connection with the Operative Documents contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading as of the time when made or delivered in light of the circumstances at the time made; provided, that with respect to any forecasts or projections delivered to the Fourth Restatement Holders, each Credit Party represents only that such information was prepared in good faith based upon assumptions believed to be fair and reasonable at the time in light of current market conditions and that such forecasts or projections are not to be viewed as facts, and that the actual results during such period or periods covered by any such forecasts or projections may differ significantly from projected results.
Material Facts Disclosed. No representation or warranty in this Agreement or in any Closing Document contains any untrue statement of a material fact and the representations and warranties contained in this Agreement and in any Closing Document do not omit to state any material fact necessary to make any of the representations or warranties contained herein not misleading to a prospective purchaser of the Purchased Shares seeking full information as to the Purchased Shares, the Targets, the Business and their assets. SCHEDULE 3.2
Material Facts Disclosed. Neither this Agreement, the Transaction Documents, nor any Schedule or Exhibit attached hereto furnished to XNDA by TribalRides 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 light of the circumstances under which they were made, not misleading.
Material Facts Disclosed. Hollxxxxx, xxs management and the Vendor have disclosed to International all facts known to them relating to the Newspapers and the cash flow generated therefrom which could reasonably be expected to be material to an intending purchaser of the Shares.
