Factual Statements Clause Samples

Factual Statements. The undersigned is a Purchaser under the Fifth Amended and Restated Note and Warrant Purchase Agreement (as modified December 15, 2008, January 28, 2009, June 10, 2009, June 23, 2009, September 16, 2009, April 19, 2009, and June 18, 2010), dated effective as of the date of execution by such Purchaser, for the purchase of the Notes and Warrants of the Company (the “Purchase Agreement”).
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Factual Statements. The factual statements contained in the opinions provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and RLF that are described in Section 4.4 are true and correct as stated therein.
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Factual Statements. The undersigned is a party to the Current Agreement as modified November 10, 2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January 18th modification only increased the limit of authorized notes outstanding from the October 10th modification of $3.5 Million to $3.7 million) dated effective as of the date of execution by such Purchasers, for the purchase of the Notes and Warrants of the Company.
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Factual Statements. The undersigned is a Purchaser, the Company, or the Agent under the Fourth Amended Note and Warrant Purchase Agreement (“Purchase Agreement”), dated effective as of the date of execution by such Purchaser, for the purchase of the Notes and Warrants of the Company.
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Factual Statements. 1.1 All statements of fact in this Agreement are correct.
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Factual Statements. Certain of the factual statements made in this Memorandum are based upon information from various sources believed by the Manager to be reliable. The Manager and the Fund have not independently verified any of the information and will have no liability for any inaccuracy or inadequacy of the information. In particular, neither legal counsel nor any other party has been engaged to verify any statements relating to the experience, track record, skills, contacts or other attributes of the Manager or to the anticipated future performance of the Fund. While all the information in this Memorandum is presented by the Manager in good faith, there can be no assurance that explicit or implicit valuations of any securities reflect true fair market value. Similar considerations apply to securities that are otherwise marketable, but held in such large amounts that they could not be sold without overwhelming market demand or otherwise influencing market prices. During the Term of the Fund, the Manager will provide to the Partners reports and other information regarding the condition and prospects of the Fund. The Manager’s duties, obligations and liability to the Partners with respect to the content, completeness and accuracy of the information will be determined solely under the Operating Agreement.
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Related to Factual Statements

  • Financial Statements Sellers have delivered to Buyer: (a) [unaudited] consolidated balance sheets of the Acquired Companies as at in each of the years through , and the related [unaudited] consolidated statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years then ended, [together with the report thereon of , independent certified public accountants,] (b) a consolidated balance sheet of the Acquired Companies as at (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal year then ended, together with the report thereon of , independent certified public accountants, and (c) an unaudited consolidated balance sheet of the Acquired Companies as at (the "Interim Balance Sheet") and the related unaudited consolidated statements of income, changes in stockholders' equity, and cash flow for the months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP [, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet)]; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved [, except as disclosed in the notes to such financial statements]. No fina ncial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company.

  • Review of Financial Statements For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.