Common use of Projections; Material Facts Clause in Contracts

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.

Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to the Investors the Offering Memorandum including Investor in certain projected budgets, financial statements and forecastsforecasts ("Projections"). Except as limited by the next sentence, all statements contained in the Offering Memorandum Projections are true, correct and complete in all material respects. The Company and the Founders do does not represent or warrant that any occurrences, developments or facts including, without limitation, projections, which the Offering Memorandum Projections says will occur or eventuate after its date (or which were otherwise furnished in writing to the InvestorsInvestor), will in fact occur or eventuate after such date, but the Company represents and the Founders represent and warrant warrants 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 Projections (other than the projections), this Agreement or any other written statement, information, material or certificate furnished or to be furnished to the Investors Investor 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 InvestorsInvestor. Since the respective dates as of which information is given in the Offering MemorandumProjections, the Company knows of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.

Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has Sellers have furnished to the Investors the Offering Memorandum Buyer a business plan including certain projected budgets, financial statements and forecasts. Except as limited by the next sentence, all statements contained in the Offering Memorandum business plan are true, correct and complete in all material respects. .. The Company and the Founders Sellers do not represent or warrant that any occurrences, developments or facts (including, without limitation, projections, which projections),which the Offering Memorandum business plan says will occur or eventuate after its date (or which were otherwise furnished in writing to the InvestorsBuyer), will in fact occur or eventuate after such date, but . But the Company and the Founders Sellers represent and warrant that such occurrences, developments or of 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 Sellers contained in the Offering Memorandum business plan (other than the projections), this Agreement or any other written statement, information, material or certificate furnished or to be furnished to the Investors Buyer pursuant hereto or in connection with the transactions contemplated hereby by the Company or the Founders Sellers contains any untrue statement of a or 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 Company, which has not been disclosed to the InvestorsBuyer. Since the respective dates as of which information is given in the Offering Memorandumbusiness plan, the Company knows of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.