Projections; Material Facts Sample Clauses
The "Projections; Material Facts" clause defines the parties' responsibilities regarding the accuracy and disclosure of forward-looking statements and significant information. Typically, this clause requires one party to clarify that any projections, forecasts, or estimates provided are based on current assumptions and are not guarantees of future performance, while also obligating the disclosure of all material facts relevant to the transaction. Its core function is to manage expectations and allocate risk by ensuring that all parties are aware of the speculative nature of projections and that no critical information is withheld, thereby reducing the likelihood of disputes over undisclosed risks or misleading forecasts.
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Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to the Investors the Offering Memorandum including certain projected budgets, financial statements and forecasts. Except as limited by the next sentence, all statements contained in the Offering Memorandum are true, correct and complete in all material respects. The Company and the Founders do not represent or warrant that any occurrences, developments or facts including, without limitation, projections, which the Offering Memorandum says will occur or eventuate after its date (or which were otherwise furnished in writing to the Investors), will in fact occur or eventuate after such date, but the Company and the Founders represent and warrant that such occurrences, developments or facts, including such projections, presented therein were prepared by the Company in good faith based on its best knowledge, information and belief. No representation or warranty by the Company or the Founders contained in the Offering Memorandum (other than the projections), this Agreement or any other written statement, information, material or certificate furnished or to be furnished to the Investors pursuant hereto or in connection with the transactions contemplated hereby by the Company or the Founders contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein not misleading, when all are taken together as a whole (it being understood that, in the event of any inconsistency between this Agreement and any other writings, this Agreement shall control). The Company knows of no information or fact which has or would have a material adverse effect on the financial condition, business or business prospects of the Company which has not been disclosed to the Investors. Since the respective dates as of which information is given in the Offering Memorandum, the Company knows of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to the Investor certain projected budgets, financial statements and forecasts. Such projected budgets, financial statements and forecasts were prepared by the Company in good faith based on its best knowledge, information and belief. The Company knows of no information or fact which has or would have a material adverse effect on the financial condition, business or business prospects of the Company which has not been disclosed to the Investor.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to Walnut certain projected budgets, financial statements and forecasts. The Company represents and warrants that such projected budgets, financial statements and forecasts were prepared by the Company in good faith based on assumptions the Company believes to be reasonable and otherwise based on the Company’s Best Knowledge, information and belief. No representation or warranty by the Company contained in this Agreement or any other written statement, information, material or certificate furnished or to be furnished to Walnut pursuant hereto or in connection with the transactions contemplated hereby by the Company contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein or herein not misleading, when all are taken together as a whole (it being understood that, in the event of any inconsistency between this Agreement and any other writings, this Agreement shall control). To the Executive Management Team’s Best Knowledge, there is no information or fact which has or would have a material adverse effect on the business, assets, liabilities, condition or prospects of the Company and its Subsidiaries, taken as a whole, that has not been disclosed to the Investors.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company or the Original Equityholder has furnished to the Investor certain projected budgets, financial statements, forecasts and business plan of the Company. Such projected budges, financial statements, forecasts and business plan were prepared by the Company in good faith based on its best knowledge, information and belief. Neither the Company nor the Original Equityholder knows of any information or fact which has or would have a Material Adverse Effect which has not been disclosed to the Investor.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Stockholders have furnished to Buyer certain projections and estimates relating to the Company attached hereto as SCHEDULE 3.34 (the "Projections"). The Company and the Stockholders represent and warrant that the assumptions and projections in the Projections were prepared by the Company and the Stockholders in good faith based on their best knowledge, information and belief. The Company and the Stockholders know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Buyer. Since the date of the Projections, the Company and the Stockholders know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Company has furnished to Precept and Merger Sub certain projections and estimates relating to the Company (the "Projections"). The Company and the Shareholders represent and warrant that the assumptions and projections in the Projections were prepared by the Company and the Shareholders in good faith based on their best knowledge, information and belief The Company and the Shareholders know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Precept and Merger Sub. Since the date of the Projections, the Company and the Shareholders know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, the Stockholders have furnished to Precept and Merger Sub certain projections and estimates relating to the Company set forth in SCHEDULE 3.34 TO THE DISCLOSURE SCHEDULE (the "Projections"). The Company and the Stockholders represent and warrant that the assumptions and projections in the Projections were prepared by the Company and the Stockholders in good faith based on their best knowledge, information and belief. The Company and the Stockholders know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Precept and Merger Sub. Since the date of the Projections, the Company and the Stockholders know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.
Projections; Material Facts. In connection with the transactions contemplated by this Agreement, ▇▇▇▇▇ has furnished to Buyer certain projections and estimates relating to the Company attached hereto as SCHEDULE 3.34 (the "Projections"). The Company and ▇▇▇▇▇ represent and warrant that the assumptions and projections in the Projections were prepared by the Company and ▇▇▇▇▇ in good faith based on their best knowledge, information and belief. The Company and ▇▇▇▇▇ know of no information or fact that has or would have a material adverse effect on the financial condition, business or business prospects of the Company that has not been disclosed to Buyer. Since the date of the Projections, the Company and ▇▇▇▇▇ know of no material adverse change in the business, business prospects, property, condition or results of operations of the Company.