True and Complete. No representation or warranty made by Company or the Shareholder in this Agreement, nor any statement, certificate or exhibit furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Buyer pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. Neither the Company nor the Shareholder has not failed to disclose to Buyer any pending developments or circumstances of which any of them are aware which are reasonably likely to have a material adverse effect on the Company or the Business.
True and Complete. None of the documents filed by the Purchaser under the Exchange Act and delivered to the Company (which are listed on Schedule 4.5) contained any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein no misleading.
True and Complete. No representation or warranty made by the Company or the Primary Shareholders in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Sage pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a
True and Complete. No representation or warranty made by the Company or any Shareholder in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of the Company or the Shareholders pursuant to this Agreement, nor any document or certificate delivered to Parent or Merger Sub pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. Neither the Company nor any Shareholder has failed to disclose to Parent or Merger Sub any pending developments or circumstances of which it is aware which are reasonably likely to have a material adverse effect on the business or the Company.
True and Complete. No representation or warranty made by Company in this Agreement, nor any statement, certificate or exhibit furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Buyer pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. The Company has not failed to disclose to Buyer any pending developments or circumstances of which it is aware which are reasonably likely to have a material adverse effect on the Business.
True and Complete. No representation or warranty made by Buyer or Parent in this Agreement, nor any statement, certificate or exhibit furnished by or on behalf of Buyer or Parent pursuant to this Agreement, nor any document or certificate delivered to the Company pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading. Neither the Buyer nor Parent have failed to disclose to the Company any pending developments or circumstances of which any of them are aware which are reasonably likely to have a material adverse effect on the Buyer or Parent.
True and Complete. No representation or warranty made by the ----------------- Shareholders in this Agreement, nor any statement, certificate or Exhibit furnished by or on behalf of the Company or the Shareholders pursuant to this Agreement, nor any document or certificate delivered to the Merger Subsidiary pursuant to this Agreement, or in connection with the transactions contemplated hereby, contains or shall contain any untrue statement of a material fact, or omits or shall omit to state a material fact necessary to make the statements contained therein not misleading.
True and Complete. Disclosure (a) None of the written factual information and written data (taken as a whole) heretofore or contemporaneously furnished by or on behalf of Holdings, the Borrower, any of the Subsidiaries of the Borrower or any of their respective authorized representatives to the Administrative Agent, any Lender on or before the Closing Date (including all such information and data contained in the Credit Documents) regarding Holdings, the Borrower and its Restricted Subsidiaries in connection with the Transactions for purposes of or in connection with this Agreement or any transaction contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections or estimates (including 129 financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature. (b) The projections filed with the Bankruptcy Court on February 14, 2023 are based upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized by the Agents and the Lenders that such projections, forward- looking statements, estimates and pro forma financial information are not to be viewed as facts or a guarantee of performance, and are subject to material contingencies and assumptions, many of which are beyond the control of the Credit Parties, and that actual results during the period or periods covered by any such projections, forward-looking statements, estimates and pro forma financial information may differ materially from the projected results. 8.9 Financial Condition; Financial Statements The financial statements described in Section 6.10 present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, in each case, as of the dates thereof and for such period covered thereby in accordance with GAAP, consistently applied throughout the periods covered thereby, except as otherwise noted therein, and subject, in the case of any unaudited financial statements, to changes resulting from normal year-end adjustments and the absence of footnot...
True and Complete. No representation or warranty made by the ----------------- Shareholders in this Agreement or any Transaction Document nor any Exhibit to this Agreement or any Transaction Document nor the Disclosure Schedule contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein not misleading.
True and Complete. Copies of every other environmental, engineering or other third-party consultant report of a material nature, obtained by Seller or Hotel Manager and regarding the structural integrity of the Hotel Premises, the compliance of the Hotel Premises with applicable Laws or the presence of Hazardous Substances, underground storage tanks and other environmentally hazardous conditions within the Hotel Premises.
