Information and Projections Sample Clauses

Information and Projections. (a) All written information (other than projections) that has been made available to any Holder of the Notes by or on behalf of the Company (including any Confidential Information Memorandum) (the “Information”), when taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements are made, not misleading, and (b) any projections that have been made available to any Holder have been prepared in good faith based upon assumptions believed by the Company to be reasonable.

Information and Projections. You hereby represent and warrant to the Commitment Parties that (but only to the best of your knowledge with respect to Information regarding the Target Group and it businesses to the extent such representation is similarly qualified under the Merger Agreement) (provided that the accuracy of such representation and warranty shall not be a condition to the commitments hereunder or the funding of the Facility on the Utilization Date) (a) all factual information (other than the Projections and expressions of opinion regarding future results or circumstances, if any) that has been or will be made available to the Commitment Parties and the Lenders by or on behalf of you, the Borrower or any other member of the Group or any of your or its representatives (the “Information”) is, or will be, when taken as a whole, true, complete and correct in all material respects and does not, or will not when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates provided thereto so long as any such supplements and updates were made prior to the time of reliance on such Information by the Commitment Parties); and (b) all Projections and expressions of opinion regarding future results or circumstances, if any, that have been or will be prepared by or on behalf of you, the Borrower, any other member of the Group or any of your or its representatives and made available to the Commitment Parties, any Lender or any potential Lender (including those contained in the Information Memorandum) have been or will be prepared in good faith after due and proper consideration and careful inquiry, and shall be based upon historical information and on assumptions and facts believed to be reasonable at the time they were made, it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. If any of the representations and warranties in the immediately preceding sentence proves to be incorrect at any time prior to the achievement of Successful...