Disclosure. The Company has, either directly or as attached to the Company’s disclosures filed with the SEC on form 10-K or 10-Q, disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect (it being understood that prior to the filing of the first 10-Q of the Company after the date hereof, this representation shall only relate to the Company and its Subsidiaries (other than EFS and its Subsidiaries)). No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party or the Specified Designated 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) 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, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
Disclosure. Except for such information as disclosed in the 8-K Filing (as defined below) or the Prospectus, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.
Disclosure. The Borrowers and each Lender hereby acknowledge and agree that JPMCB and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.
Disclosure. The Committee will prepare and distribute, or cause to be prepared and distributed, to the Participants copies of the Plan, notices and other information about the Plan in such manner as it deems appropriate and in compliance with applicable law.
None INTERLOK DISCLOSURE SCHEDULE
Except as set forth on the correspondingly numbered section of the disclosure schedule delivered by Purchaser to the Company and the Representative on the Execution Date concurrently with entry into the Original Agreement and attached to this Agreement as [Schedule B] (the “Purchaser Disclosure Schedule”) (and provided that disclosure in any section of such Purchaser Disclosure Schedule shall be deemed disclosed with respect to any other Section of this [Article V], in addition to the Section referenced in such schedule, to the extent that it is reasonably apparent from the wording of such disclosure that such disclosure is applicable to such other Section), as of the date of hereof and as of the Closing Date, Purchaser and Merger Sub hereby, jointly and severally, represent and warrant as follows:
If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the [[Organization B:Organization]] Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the [[Organization B:Organization]] Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then [[Organization B:Organization]], as applicable, shall promptly deliver to Cosmos an update to the [[Organization B:Organization]] Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).
Company Disclosure Schedule [Article IV]
Purchaser Disclosure Schedule [Article V]
Governmental Approvals. All the Consents of the Governmental Authorities set forth on Section 8.1(b) of the Permal Disclosure Schedule and Section 8.1(b) of the EnTrust Disclosure Schedule shall have been obtained.
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