Information Regarding the Company. The Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. No holder shall have any duty or responsibility to provide the Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders. The Guarantor has executed and delivered this Guarantee Agreement without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.
Information Regarding the Company. With a view to making available to the Investor the benefits of certain rules and regulations of the SEC which may permit the sale of the Shares to the public without registration, the Company agrees to:
a. Following the date upon which the Company registers the Common Stock with the Commission under Section 12 of the Exchange Act, the Company will file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and
b. So long as Investor owns any Shares, furnish to Investor forthwith upon request: (i) a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act (at any time after it has become subject to such reporting requirements); (ii) a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell the Shares without registration.
Information Regarding the Company. The Purchaser has been furnished with or has had access to all publicly available documents and records of the Company so as to allow the Purchaser to understand and evaluate such records and documents fully. In addition, the Purchaser has received from the Company such other information concerning its operations, financial condition and other matters as the Purchaser has requested and considered all factors the Purchaser deems material in deciding on the advisability of investing in the Securities. In evaluating the suitability of an investment in the Company, the Purchaser has not been furnished and has not relied upon any representations or other information (whether oral or written) other than as set forth herein or in the publicly available documents and records of the Company. The Purchaser has not relied on any projections in making an investment decision with respect to the Securities.
Information Regarding the Company. Investor acknowledges that (a) the Company has made available to Investor, a reasonable time prior to the date of this Agreement, information concerning the Company sufficient for Investor to make an informed decision regarding an investment in the Shares and an opportunity to ask questions and receive answers concerning the Shares; (b) the Company has made available to Investor, a reasonable time prior to the date of this Agreement, the opportunity to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense deemed necessary by Investor to verify the accuracy of the information provided, and has received all such additional information requested; and (c) except for information contained in documents filed by Varsity with the Securities and Exchange Commission prior to the date hereof and information provided by the Company to Investor contained, or described, in Exhibit A and Exhibit B-1 through Exhibit B-6, inclusive, to this Agreement, Investor has not relied on the Company, Varsity or any of their respective affiliates, officers, employees or representatives in connection with Investor’s investigation or the accuracy of the information provided or in making any investment decision. Investor further acknowledges and agrees that the capital structure of the Company, and the terms of the Company preferred stock, immediately following the Merger shall be substantially as described in Exhibit A and Exhibit B-1 through Exhibit B-6, inclusive, to this Agreement.
Information Regarding the Company. The Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. No holder shall have any duty or responsibility to provide the Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders.
Information Regarding the Company. The Participant acknowledges that (a) the Company has made available to the Participant, a reasonable time prior to the date of this Agreement, information concerning the Company sufficient for the Participant to make an informed decision regarding an investment in Shares and an opportunity to ask questions and receive answers concerning Shares; (b) the Company has made available to the Participant, a reasonable time prior to the date of this Agreement, the opportunity to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense deemed necessary by the Participant to verify the accuracy of the information provided, and the Participant believes that it has received all such additional information requested; and (c) the Participant has not relied on the Company or any of their respective affiliates, officers, employees or representatives in connection with the Participant’s investigation or the accuracy of the information provided or in making any investment decision.
Information Regarding the Company. Such Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of the Company. No holder shall have any duty or responsibility to provide such Guarantor with any credit or other information concerning the affairs, financial condition or business of the Company which may come into possession of the holders. Such Guarantor has executed and delivered this Guaranty Agreement without reliance upon any representation by the holders including, without limitation, with respect to (a) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, or (b) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.
Information Regarding the Company. It acknowledges that (a) the Company has made available, a reasonable time prior to the date of this Agreement, information concerning the Company sufficient for it to make an informed decision regarding an investment in the Company and an opportunity to ask questions and receive answers concerning the Common Shares, the Junior Preferred Shares, the Senior Preferred Shares and Exchange Options; (b) the Company has made available, a reasonable time prior to the date of this Agreement, the opportunity to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense deemed necessary by Investor or GEI to verify the accuracy of the information provided, and has received all such additional information requested; and (c) except for information contained in documents filed by Hollywood with the Securities and Exchange Commission prior to the date hereof and information provided by the Company to Investor and GEI contained, or described, in Exhibit A through Exhibit E, inclusive, to this Agreement, it has not relied on the Company, Hollywood or any of their respective affiliates, officers, employees or representatives in connection with its investigation or the accuracy of the information provided or in making any investment decision. It further acknowledges and agrees that the capital structure of the Company, and the terms of the Junior Preferred Shares and Senior Preferred Shares, immediately following the Merger shall be substantially as described in Exhibit A through Exhibit E, inclusive, to this Agreement.
Information Regarding the Company. Each Junior Creditor agrees that it has --------------------------------- made such investigation as it deems desirable of the risks undertaken by it in entering into this Agreement and is fully satisfied that it understands all such risks. Each Junior Creditor waives any obligation which may now or hereafter exist on the part of the Agent or any holder of any Senior Indebtedness to inform such Junior Creditor of the risks being undertaken by entering into this Agreement or of any changes in such risks and such Junior Creditor undertakes to keep itself informed of such risks and any changes therein. Each Junior Creditor expressly waives (except to the extent prohibited by applicable law which cannot be waived) any duty which may now or hereafter exist on the part of the Agent or any holder of any Senior Indebtedness to disclose to such Junior Creditor any matter related to the business, operations, character, collateral, credit, condition (financial or otherwise), income or prospects of the Company or its Affiliates, properties or management, whether now or hereafter known by any Lender. Each Junior Creditor agrees that it assumes sole responsibility for obtaining from the Company and its Affiliates all information concerning the Credit Agreement and all other Credit Documents and all other information as to the Company and its Subsidiaries and their respective Affiliates, properties or management or anything relating to any of the above as it deems necessary or desirable.
Information Regarding the Company. The Purchaser has been furnished with or has had access to documents and records of the Company so as to allow the Purchaser to understand and evaluate such records and documents fully. In addition, the Purchaser has received from the Company such other information concerning its operations, financial condition and other matters as the Purchaser has requested and considered all factors the Purchaser deems material in deciding on the advisability of investing in the Securities. The Purchaser acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results.
