Projections and Financial Information Provided to Special Committee Sample Clauses

Projections and Financial Information Provided to Special Committee. The projections provided to the REIT by the Contributor prior to the Effective Date (the “Projections”) were prepared in good faith using assumptions that the Contributor believes in good faith are reasonable (which assumptions are disclosed therein) and are based on all reasonably available information regarding the current and historic operations, income and expenses of the Business by the Manager and the operations, income and expenses of the Business as it is proposed as of the Effective Date to be conducted following the Closing as reflected in the assumptions underlying the Projections, it being understood by the REIT that (i) such Projections are not a guarantee of the future performance of the Business, or that the Projections will be obtained and (ii) neither the Contributor nor the Manager shall have any liability under, and there shall not be a breach of, this Section 3.02(v) based solely on any failure to achieve the Projections.
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Projections and Financial Information Provided to Special Committee. The projections (the “Projections”) and other financial information provided to the Special Committee were prepared in good faith using assumptions that AH LLC believes in good faith are reasonable (which assumptions are disclosed therein) and are based on all reasonably available information regarding the current and historic operations, income and expenses of the Business by the AH Parties and the operations, income and expenses of the Business as it is proposed to be conducted following the Closing as reflected in the assumptions underlying the Projections, it being understood by the Company that (i) such Projections are not a guarantee of the future performance of the Business, or that the Projections will be obtained and (ii) the AH Parties shall have no liability and there shall not be a breach of this Section 3.1(v) based solely on the failure to achieve the Projections.
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Projections and Financial Information Provided to Special Committee. The projections attached to the email from Xxxxxxxx Xxxxxxx to Xxxxx Xxxxxxx on the date hereof (the “Projections”) were prepared in good faith using assumptions that such Contributor believes in good faith are reasonable (which assumptions are disclosed therein) and are based on all reasonably available information regarding the current and historic operations, income and expenses of the Business by the Advisor Parties and the operations, income and expenses of the Business as it is proposed to be conducted following the Closing as reflected in the assumptions underlying the Projections, it being understood by the Company that (i) such Projections do not incorporate the anticipated financial effects of the Transactions or the proposed securitization transaction of the Company that was publicly announced on July 22, 2014, (ii) such Projections are not a guarantee of the future performance of the Business, or that the Projections will be obtained, and (iii) the Advisor Parties shall have no liability and there shall not be a breach of this Section 3.01(y) based solely on the failure to achieve the Projections.
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Related to Projections and Financial Information Provided to Special Committee

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • SEC Filings; Financial Statements; Information Provided (a) The Company has provided to the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Financial Information, etc The Administrative Agent shall have received:

  • Basic Financial Information The Company will furnish the following reports to each Holder:

  • Interim Financial Information The Company shall supply the ----------------------------- Parent with a copy of its internal unaudited monthly financial statements within thirty (30) days after the end of each month.

  • Additional Financial Information (a) In addition to all other information required to be provided pursuant to this Article 6, the Borrower promptly shall provide the Agent (and any guarantor of the Liabilities), with such other and additional information concerning the Borrower, the Collateral, the operation of the Borrower’s business, and the Borrower’s financial condition, including original counterparts of financial reports and statements, as the Agent may from time to time reasonably request from the Borrower.

  • Prospectus Revisions -- Audited Financial Information Except as otherwise provided in subsection (m) of this Section 4, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the independent accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations.

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