Projections; Material Facts Sample Clauses

Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to the Investors the Offering Memorandum including certain projected budgets, financial statements and forecasts. Except as limited by the next sentence, all statements contained in the Offering Memorandum are true, correct and complete in all material respects. The Company and the Founders do not represent or warrant that any occurrences, developments or facts including, without limitation, projections, which the Offering Memorandum says will occur or eventuate after its date (or which were otherwise furnished in writing to the Investors), will in fact occur or eventuate after such date, but the Company and the Founders represent and warrant that such occurrences, developments or facts, including such projections, presented therein were prepared by the Company in good faith based on its best knowledge, information and belief. No representation or warranty by the Company or the Founders contained in the Offering Memorandum (other than the projections), this Agreement or any other written statement, information, material or certificate furnished or to be furnished to the Investors pursuant hereto or in connection with the transactions contemplated hereby by the Company or the Founders contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein not misleading, when all are taken together as a whole (it being understood that, in the event of any inconsistency between this Agreement and any other writings, this Agreement shall control). The Company knows of no information or fact which has or would have a material adverse effect on the financial condition, business or business prospects of the Company which has not been disclosed to the Investors. Since the respective dates as of which information is given in the Offering Memorandum, the Company knows of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
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Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to Walnut certain projected budgets, financial statements and forecasts. The Company represents and warrants that such projected budgets, financial statements and forecasts were prepared by the Company in good faith based on assumptions the Company believes to be reasonable and otherwise based on the Company’s Best Knowledge, information and belief. No representation or warranty by the Company contained in this Agreement or any other written statement, information, material or certificate furnished or to be furnished to Walnut pursuant hereto or in connection with the transactions contemplated hereby by the Company contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein not misleading, when all are taken together as a whole (it being understood that, in the event of any inconsistency between this Agreement and any other writings, this Agreement shall control). To the Executive Management Team’s Best Knowledge, there is no information or fact which has or would have a material adverse effect on the business, assets, liabilities, condition or prospects of the Company and its Subsidiaries, taken as a whole, that has not been disclosed to the Investors.
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Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Stockholders have furnished to Precept and Merger Sub certain projections and estimates relating to the Company set forth in SCHEDULE 3.34 TO THE DISCLOSURE SCHEDULE (the "Projections"). The Company and the Stockholders represent and warrant that the assumptions and projections in the Projections were prepared by the Company and the Stockholders in good faith based on their best knowledge, information and belief. The Company and the Stockholders know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Precept and Merger Sub. Since the date of the Projections, the Company and the Stockholders know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Sample 1
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, Xxxxx has furnished to Buyer certain projections and estimates relating to the Company attached hereto as SCHEDULE 3.34 (the "Projections"). The Company and Xxxxx represent and warrant that the assumptions and projections in the Projections were prepared by the Company and Xxxxx in good faith based on their best knowledge, information and belief. The Company and Xxxxx know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Buyer. Since the date of the Projections, the Company and Xxxxx know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Sample 1
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to Precept and Merger Sub certain projections and estimates relating to the Company (the "Projections"). The Company and the Shareholders represent and warrant that the assumptions and projections in the Projections were prepared by the Company and the Shareholders in good faith based on their best knowledge, information and belief The Company and the Shareholders know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Precept and Merger Sub. Since the date of the Projections, the Company and the Shareholders know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Sample 1
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company or the Original Equityholder has furnished to the Investor certain projected budgets, financial statements, forecasts and business plan of the Company. Such projected budges, financial statements, forecasts and business plan were prepared by the Company in good faith based on its best knowledge, information and belief. Neither the Company nor the Original Equityholder knows of any information or fact which has or would have a Material Adverse Effect which has not been disclosed to the Investor.
Sample 1
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Stockholders have furnished to Buyer certain projections and estimates relating to the Company attached hereto as SCHEDULE 3.34 (the "Projections"). The Company and the Stockholders represent and warrant that the assumptions and projections in the Projections were prepared by the Company and the Stockholders in good faith based on their best knowledge, information and belief. The Company and the Stockholders know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Buyer. Since the date of the Projections, the Company and the Stockholders know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Sample 1
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Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to the Investor certain projected budgets, financial statements and forecasts. Such projected budgets, financial statements and forecasts were prepared by the Company in good faith based on its best knowledge, information and belief. The Company knows of no information or fact which has or would have a material adverse effect on the financial condition, business or business prospects of the Company which has not been disclosed to the Investor.
Sample 1

Related to Projections; Material Facts

  • Material Facts Metropolitan represents and warrants to Welco that at the time the Registration Statement and, at the time the Prospectus is filed with the Commission (including any preliminary prospectus and the form of prospectus filed with the Commission pursuant to Rule 424(b)) and at all times subsequent thereto, to and including the date on which payment for, and delivery of, the Preferred Stock to be sold in the Offering is made by the underwriter or underwriters, as the case may be, participating in the Offering and by Metropolitan (such date being referred to herein as the "Closing Date"), the Prospectus (as amended or supplemented if it shall have been so amended or supplemented) will contain all material statements which are required to be stated therein in accordance with the Act and will conform to all other requirements of the federal securities laws, and will not, on such date include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that all contracts and documents required by the Act to be filed or required as exhibits to said registration statement have been filed. Metropolitan further represents and warrants that any further filing, report, document, release or communication which in any way refers to Welco or to the services to be performed by Welco pursuant to this Agreement will not contain any untrue or misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Metropolitan further warrants and represents that: (a) All leases, contracts and agreements referred to in or filed as exhibits to the Registration Statement to which Metropolitan or its subsidiaries is a party or by which any of them is bound are in full force and effect.

  • Disclosure; No Material Misstatements The certificates, written statements and reports, and other written information, taken as a whole, furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent and the Lenders in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto, do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading as of the date such information is dated or certified; provided that (a) to the extent any such certificate, statement, report, or information was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such certificate, statement, report, or information (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such projections will be realized) and (b) as to statements, information and reports supplied by third parties, the Borrower represents only that it is not aware of any material misstatement or omission therein. There are no statements or conclusions in any Reserve Report which are based upon or include material misleading information or fail to take into account known material information regarding the matters reported therein, it being understood that projections concerning volumes attributable to the Oil and Gas Properties of the Borrower and the other Credit Parties and production and cost estimates contained in each Reserve Report are necessarily based upon professional opinions, estimates and projections and that the Borrower and the other Credit Parties do not warrant that such opinions, estimates and projections will ultimately prove to have been accurate.

  • Disclosure Information The disclosure of information as to the names and addresses of the Holders of Trust Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, shall not be deemed to be a violation of any existing law or any law hereafter enacted which does not specifically refer to Section 312 of the Trust Indenture Act, nor shall the Property Trustee be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

  • No Untrue Information Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;

  • No Material Misstatements (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

  • Seller Information The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing.

  • More Information For more specific information about the terms and conditions of the ICA or DCA program, please see the ICA Disclosure Booklet or DCA Disclosure Booklet (as applicable) available from IAR or on xxx.xxxxxxxxxxxx.xxx.xxx/xxxxxxxxxxx.

  • Misstatement No benefits shall be paid under this Agreement if the Executive makes any material misstatement of fact on any application or resume provided to the Bank, on any application for life insurance purchased by the Bank, or on any application for benefits provided by the Bank.

  • Corrections to Factual Inaccuracies In the event that the LEA determines that the Provider is maintaining Student Data that contains a factual inaccuracy, and Provider cooperation is required in order to make a correction, the LEA shall notify the Provider of the factual inaccuracy and the correction to be made. No later than 90 calendar days after receiving the notice of the factual inaccuracy, the Provider shall correct the factual inaccuracy and shall provide written confirmation of the correction to the LEA.

  • Course Materials The adoption of any course materials, print or electronic, after a Course Agreement is signed will require an agreed and signed addendum.

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