Common use of No Material Misstatements Clause in Contracts

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 10 contracts

Samples: Incremental Assumption Agreement (PlayAGS, Inc.), Asset Based Revolving Credit Agreement (DS Services of America, Inc.), First Lien Credit Agreement (McGraw-Hill Global Education LLC)

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No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning HoldingsParent, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 7 contracts

Samples: Credit Agreement (Adient PLC), Term Loan Credit Agreement (Adient PLC), Term Loan Credit Agreement (Adient PLC)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 7 contracts

Samples: Credit Agreement (Affinion Group Holdings, Inc.), Credit Agreement (Affinion Group Holdings, Inc.), Credit Agreement (Affinion Group, Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the "Information") concerning Holdings, Intermediate Holdings, the U.S. Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respectsrespects as of the date thereof, as of the date such Information was furnished to the Initial Lenders and as of the Closing Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 4 contracts

Samples: Credit Agreement (TRW Automotive Inc), Credit Agreement (TRW Automotive Inc), Credit Agreement (TRW Automotive Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, as of any such date contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 4 contracts

Samples: Credit Agreement (TII Smart Solutions, Sociedad Anonima), Credit Agreement (EVERTEC, Inc.), Credit Agreement (Great Wolf Resorts, Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the U.S. Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Amendment Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 4 contracts

Samples: Foreign Guarantee Agreement (Hexion Specialty Chemicals, Inc.), Intercreditor Agreement (Hexion Specialty Chemicals, Inc.), Credit Agreement (Hexion Specialty Chemicals, Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 4 contracts

Samples: Credit Agreement (Verso Sartell LLC), Credit Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Holdings LLC)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 4 contracts

Samples: Credit Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Corp.), Credit Agreement (Quality Distribution Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the U.S. Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 4 contracts

Samples: Collateral Access Agreement (Momentive Specialty Chemicals Inc.), Amendment Agreement (Hexion Inc.), Asset Based Revolving Credit Agreement (Hexion Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 3 contracts

Samples: Term Loan Agreement (Realogy Group LLC), Guarantee and Collateral Agreement (Realogy Group LLC), Term Loan Agreement (Realogy Group LLC)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking estimates and information on Schedule 4.02 or estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Berry Plastics Corp), Revolving Credit Agreement (Berry Plastics Corp), Credit Agreement (Berry Plastics Group Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Company, the Borrower, the Subsidiaries, the 2008 Transactions and any other transactions contemplated hereby thereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the 2008 Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 3 contracts

Samples: Credit Agreement (Caesars Entertainment Operating Company, Inc.), Credit Agreement (CAESARS ENTERTAINMENT Corp), Credit Agreement (CAESARS ENTERTAINMENT Corp)

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof).

Appears in 3 contracts

Samples: Intercreditor Agreement (CAESARS ENTERTAINMENT Corp), Credit Agreement (Caesars Acquisition Co), Credit Agreement (Playtika Holding Corp.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward forward-looking information information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 3 contracts

Samples: Credit Agreement (Sprouts Farmers Market, Inc.), Credit Agreement (Sprouts Farmers Market, Inc.), Credit Agreement (Sprouts Farmers Market, Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby by the Original Credit Agreement included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebyby the Original Credit Agreement, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 3 contracts

Samples: Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.), Incremental Assumption and Amendment Agreement (PlayAGS, Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 2 contracts

Samples: Credit Agreement (Caesars Acquisition Co), Credit Agreement (Caesars Acquisition Co)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, and the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Restatement Effective Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 2 contracts

Samples: Amendment Agreement (Qwest Corp), Restatement Agreement (Centurylink, Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Company, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby thereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof).

Appears in 2 contracts

Samples: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp), First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdingsthe Company, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 2 contracts

Samples: Interim Loan Agreement (Harrahs Entertainment Inc), Credit Agreement (Harrahs Entertainment Inc)

No Material Misstatements. (a) All written factual information (other than the ProjectionsBudget, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the U.S. Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Loan Credit Agreement (Noranda Aluminum Holding CORP)

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Date, and did does not or will not, when furnished, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Credit Agreement (Constellium N.V.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward forward-looking information information, estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Credit Agreement (Sprouts Farmers Markets, LLC)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their 116 representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Joinder Agreement

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry natureand Schedule 4.02 delivered on the Closing Date) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Revolving Credit Agreement (Covalence Specialty Adhesives LLC)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature, projections and forward-looking information) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent Agents in connection with the Transactions or the other transactions contemplated herebyFinancing Transactions, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Effective Date, and did does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Credit Agreement (Weight Watchers International Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Credit Agreement (Cerence Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning HoldingsHoldingsParent, the Borrower, the other Subsidiaries, the New Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives (excluding any reserve reports) and made available to any Lenders or the Administrative Agent in connection with the New Transactions or the other transactions contemplated hereby, when taken as a whole, was were true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Amendment No. 1 Effective Date and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Credit Agreement (Foundation Coal Holdings, Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their 62 representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Term Loan Agreement (Anywhere Real Estate Group LLC)

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No Material Misstatements. (a) All written factual information (other than the Projectionsfinancial projections, forward looking information estimates and information of a general economic nature or general and industry nature) (the “Information”) concerning Holdings, the Borrower, the Company and its Subsidiaries, the Contemplated Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions execution and delivery of the Loan Documents or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Credit Agreement (Verso Paper Corp.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Third Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Intercreditor Agreement (Rexnord Corp)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the "Information") concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Credit Agreement (Claires Stores Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward estimates, forward-looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby thereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebythereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided theretothereto prior to the date hereof).

Appears in 1 contract

Samples: First Lien Credit Agreement (Caesars Acquisition Co)

No Material Misstatements. (axxii) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Credit Agreement (Berry Plastics Holding Corp)

No Material Misstatements. (a) All written factual information (other than the Projectionsprojections, forward looking information and information of a general economic nature or general industry specific nature, projections and forward-looking information) (the “Information”) concerning Holdings, the Borrower, the Restricted Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or Financing Transactions, together with any public filings of the other transactions contemplated herebyBorrower, when taken as a whole, was true and is or will be, when furnished, correct in all material respects, as of the date such Information was furnished to the Lenders and as Effective Date, together with any public filings of the Closing Date and did Borrower, does not, when taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto, including all public filings of the Borrower).

Appears in 1 contract

Samples: Collateral Agreement (Blue Buffalo Pet Products, Inc.)

No Material Misstatements. (ai) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated herebyTransactions, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and 109 did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Credit Agreement (EDGEWELL PERSONAL CARE Co)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender’s Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: First Lien Credit Agreement (Hostess Brands, Inc.)

No Material Misstatements. (a) 21.%2.%3. All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum Lender Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Joinder Agreement (Cec Entertainment Inc)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Amendment Effective Date and did not, taken as a whole, as of such date or the Amendment Effective Date, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: First Lien Credit Agreement (Amaya Inc.)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the any Borrower, the its respective Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available required to be provided under the terms of the Loan Documents to any Lenders Lenders, the Term Administrative Agent or the Revolving Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date Date, and did not, taken as a whole, not contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, therein not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Credit Agreement (Dresser Inc)

No Material Misstatements. (a) All written factual information (other than the Projectionsfinancial projections, forward looking information estimates and information of a general economic nature or general and industry nature) (the “Information”) concerning Holdings, the Borrower, the Borrower and its Subsidiaries, the Contemplated Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions execution and delivery of the Loan Documents or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Credit Agreement (Rexnord Corp)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry specific nature) (the “Information”) concerning HoldingsParent, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders (and as of the Closing Date Date, with respect to Information provided prior thereto) and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).. 102

Appears in 1 contract

Samples: Term Loan Credit Agreement (Spirit AeroSystems Holdings, Inc.)

No Material Misstatements. (a) i. All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Fourth Restatement Effective Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: First Lien Credit Agreement (Zurn Water Solutions Corp)

No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum Lenders Presentation or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

Appears in 1 contract

Samples: Second Lien Credit Agreement (Hostess Brands, Inc.)

No Material Misstatements. (axxii) All written factual information (other than the Projections, forward looking estimates and information on Schedule 4.02 or estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the BorrowerBorrowers, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Revolving Credit Agreement (Berry Plastics Holding Corp)

No Material Misstatements. (a. xx) All written factual information (other than the Projections, forward looking information estimates and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby, when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto)made.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Berry Plastics Holding Corp)

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