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Disclosure Documents
Disclosure Documents contract clause examples

Disclosure. No statement, information (other than information of a general economic or industry specific nature), report, representation, or warranty made in writing by any Loan Party in any Loan Document or furnished to the Administrative Agent or any Lender by or on behalf of any Loan Party in connection with any Loan Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, taken as a whole, not materially misleading; provided however, with respect to projected financial information, the Company represents that such projections were prepared in good faith based upon assumptions that were believed by the Company to be reasonable at the time prepared and at the time furnished; it being understood that projections are as to future events and are not to be viewed as facts, that projections are subject to significant uncertainties and contingencies, many of which are beyond the Company’s 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. As of the Closing Date, the information included in the Beneficial Ownership Certification is, to the knowledge of the Company, true and correct in all respects.

Disclosure. No report, financial statement, certificate or other written information furnished (other than projected financial information and information of a general economic or industry- specific nature) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder or under any other Loan Document for the purpose of the Facilities (in each case, as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein not materially misleading in light of the circumstances under which they were made; provided that, with respect to projected financial information, the Borrower represents only that such projected financial information were prepared in good faith based upon assumptions believed to be reasonable at the time and estimates as of the date of preparation (it being understood and agreed that such projections are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projection will be realized, that actual results during the period or periods covered by any such projected financial information may differ significantly from the projected results and such differences may be material, and that such projected financial information are not a representation by the Borrower or any of its Subsidiaries that such projections will be achieved). As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

No information furnished in writing (other than information of a general economic or industry nature) by any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by the Borrower (or any other Loan Party) are based on good faith estimates and assumptions believed by the Borrower (or such Loan Party) to be reasonable as of the date of the applicable projections or assumptions, and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results). As of the Closing Date, the information included in the Beneficial Ownership Certification, if provided, is true and correct in all respects.

Section # Disclosure. No financial statement, material report, material certificate or other material information furnished in writing (other than estimates and information of a general economic nature) by or on behalf of the Borrower or any Subsidiary thereof to the Administrative Agent or any Lender in connection with the transactions contemplated hereby or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that projections are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond the Borrower’s control, and that the actual results during the period or periods covered by such projections may differ significantly from the projected results and that such differences may be material and that such projected financial information is not a guarantee of financial performance). As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct.

No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that projections are subject to certain contingencies and assumptions beyond the control of the Borrower and its Subsidiaries, and no assurance can be given that such projections will be realized). As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that projections are subject to certain contingencies and assumptions beyond the control of the Borrower and its Subsidiaries, and no assurance can be given that such projections will be realized). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Disclosure. The financial statements, material reports, material certificates and other material information furnished (whether in writing or orally) by or on behalf of any of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, do not contain any material misstatement of any material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the management of the Borrower to be reasonable at the time. As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct.

No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; it being understood that for purposes of this [Section 5.15], such reports, financial statements, certificates and other information shall not include any financial projections, budgets, forecasts, pro forma data and other forward looking statements (“Projections”) or any information of a general economic or general industry nature. All Projections provided by the Borrower have been prepared in good faith based upon assumptions believed to be reasonable at the time provided (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that the Projections are not a guarantee of financial performance which may differ and such differences may be material). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by the Borrower (or any other Loan Party) are based on good faith estimates and assumptions believed by the Borrower (or such Loan Party) to be reasonable as of the date of the applicable projections or assumptions, and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results). As of the Closing Date, the information included in the Beneficial Ownership Certification, if provided, is true and correct in all respects.

. The information, exhibits and reports furnished by such Borrower and any of its Significant Subsidiaries, or by the Company on behalf of any of such Borrower or any of its Significant Subsidiaries, to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents, the representations and warranties of the Company and its Subsidiaries contained in the Loan Documents, and all certificates and documents delivered to the Administrative Agent and the Lenders pursuant to the terms thereof (excluding any forecasts and projections of financial information and results submitted to any Lender as works in process or as materials not otherwise required to be submitted to the Commission), taken as a whole, do not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading in any material respect. As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct.

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