Example ContractsClausesFull and Accurate Disclosure
Full and Accurate Disclosure
Full and Accurate Disclosure contract clause examples

Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower which adversely affects, nor as far as Borrower can foresee, might adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower or Guarantor.

Accurate Disclosure. The statements made in the General Disclosure Package and the Offering Memorandum under the captions “Description of Notesand “Plan of Distribution,” insofar as they purport to constitute summaries of the material terms of the Transaction Documents, are accurate in all material respects.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of # the General Disclosure Package and # any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package included, includes or will include an untrue statement of a material fact or omitted, omits

. No statement of fact made by or on behalf of any Borrower Control Person in this Agreement or in any of the other Loan Documents is untrue or omits to state any material fact necessary to make statements contained herein or therein not misleading. All financial data concerning the Borrower Control Persons, the Property and the other Collateral that has been delivered by or on behalf of any Borrower Control Person to Administrative Agent is true, complete and correct in all material respects and has been prepared in accordance with Approved Accounting Principles (provided, however, that with respect to the preparation of the operating and profit and loss statements of Guarantor delivered to Administrative prior to the Closing Date, land, building, and accumulated depreciation and amortization was removed and replaced with a midpoint estimated market value based on the reports issued by Kroll, LLC used in Guarantor’s net asset valuation set forth in Guarantor’s most recent annual balance sheet). Since the delivery of such data (including the financial statements for Borrowers dated as of March 15, 2022), there has been no material adverse change in the financial position of any Borrower Control Person (excluding the members of the REIT Board), the Property, or in the results of operations of any Borrower Control Person (excluding the members of the REIT Board). None of the Borrower Control Persons (excluding the members of the REIT Board) have incurred any material obligation or liability, contingent or otherwise, not reflected in such financial data.

#Investment Company Act; Public Utility Holding Company Act55

All factual information heretofore, contemporaneously or hereafter furnished in writing to the Administrative Agent, the Arranger or any Bank by or on behalf of the Borrower or any of its Subsidiaries for purposes of or in connection with this Agreement and the other Transaction Documents, when taken together with disclosures made in the Borrower’s filings with the Securities and Exchange Commission, is or will be true and accurate in all material respects on the date as of which such information is dated or certified (or, if such information has been updated, amended or supplemented, on the date as of which any such update, amendment or supplement is dated or certified) and not made incomplete by omitting to state a material fact necessary to make the statements contained herein and therein, in light of the circumstances under which such information was provided, not misleading in any material respect; provided that, with respect to projections, budgets and other estimates, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Neither this Agreement nor any other Loan Document, nor any certificate, written statement, agreement or other documents furnished in writing to the Administrative Agent or any Lender in connection herewith or therewith, contains any material misstatement of fact or omits to state any material fact necessary to make the statements contained herein and therein, when taken as a whole, in light of the circumstances under which they were made, not materially misleading; provided that with respect to projected financial information or any information concerning future proposed and intended activities of the Company and its Subsidiaries, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time (it being understood that such projections and information are forward looking statements which by their nature are subject to significant uncertainties and contingencies, many of which are beyond the Loan Parties' control, and that actual results may differ, perhaps materially, from those expressed or implied in such forward looking statements, and no assurance can be given that the projections will be realized).

Full Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with Borrower’s filings with the SEC provided pursuant to Section 6.2(a)(vi) and all such written certificates and written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

Full Disclosure. The Data Room contains true and complete copies of all agreements, contracts, documents, or other information referred to in this Agreement or that have been requested by Bain. No representation or warranty or other statement made by Company in this Agreement, the Exhibits, the Schedules, any supplements, attachments, or annexes to the Exhibits or Schedules, or any certificates delivered in connection with the transactions contemplated in this Agreement contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading. To the Knowledge of Company, there is no fact, event, or condition that has specific application to Company and that materially adversely affects the Product that has not been set forth in this Agreement, the Exhibits, and the Schedules hereto.

Full Disclosure. To the Knowledge of the Company, and except as set forth in the Disclosure Schedules, there is no reasonable basis for any material liability or claim with respect to the representations and warranties in [Article IV]. Without limiting the generality of the foregoing, it is acknowledged that # neither the Company nor any other Person has made or makes any representation or warranty with respect to any projections, estimates or budgets of future revenues, future results of operations, future cash flows or future financial condition (or any component of any of the foregoing) of the Company, and # except for the representations and warranties contained in this [Article IV] (including the related portions of the Disclosure Schedule) and the representations and warranties contained in the other Transaction Documents, neither the Company nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Company.

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