Transactions Representations Clause Samples

Transactions Representations. (a) The Company has delivered to the Administrative Agent a complete and correct copy of (i) the Scheme Documents (if and when issued) or, as the case may be, the Offer Documents (if and when issued) and (ii) the Company Merger Agreement. The release of the Offer Press Announcement and the posting of the Takeover Offer Documents if a Takeover Offer is pursued has been or will be, prior to their release or posting (as the case may be) duly authorized by New HoldCo. Each of the obligations of New HoldCo under the Takeover Offer Documents is or will be, when entered into and delivered, the legal, valid, binding and enforceable obligation of New HoldCo, in each case, except as may be limited by (i) the requirements or rulings of the Panel and (ii) the Reservations (as if applicable to the Takeover Offer Documents). (b) The Press Release and the Scheme Circular (in each case if and when issued) when taken as a whole: (i) except for the information that relates to Perry or the Perry Group, do not (or will not if and when issued) contain (to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case)) any statements which are not in accordance with the facts, or where appropriate, do not omit anything likely to affect the import of such information and (ii) contain all the material terms of the Scheme (except for any omission which is not reasonably likely to be materially adverse to the interest of the Lenders) , except to the extent any provision of such documents is permitted to be waived, amended or varied by, or the extent that any such waiver, amendment or variation is not otherwise prohibited under Section 6.19. (c) If the Perry Acquisition is effected by way of a Scheme, each of the Scheme Documents complies in all material respects with the UK Companies Act and the City Code, subject to any applicable waivers by or requirements of the Panel, except to the extent any provision of such documents is permitted to be waived, amended or varied by, or the extent that any such waiver, amendment or variation is not otherwise prohibited under Section 6.19 or to the extent not reasonably likely to be materially adverse to the interest of the Lenders. (d) Immediately after the consummation of the Transactions to occur on the Closing Date, including the making of each Loan to be made on the Closing Date and the application of the proceeds of such Loan, (i) the fair value of the assets of New HoldCo and its Subsidiaries on a...