Additional Disclosure. Seller shall promptly notify Buyer of, and furnish Buyer with, any information it may reasonably request with respect to the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to Buyer's obligation to consummate the transactions contemplated by this Agreement not to be fulfilled.
Additional Disclosure. From the date of this Agreement to and including the Closing Date, Seller will advise Purchaser of each event subsequent to the date hereof which would have had to be disclosed on any schedule or exhibit to this Agreement had it occurred prior to the date hereof.
Additional Disclosure. The Company shall promptly notify Purchaser of, and furnish Purchaser with, any information it may reasonably request with respect to the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to Purchaser’s obligation to consummate the transactions contemplated by this Agreement not to be fulfilled.
Additional Disclosure. Along with the Award Agreement, you also received a copy of the official prospectus summarizing the principal features of the Plan. Please review the plan prospectus carefully so that you fully understand your rights and benefits under your Award and the limitations, restrictions and vesting provisions applicable to the Award.
Additional Disclosure. This material represents an assessment of the market and economic environment at a specific point in time and is not intended to be a forecast of future events, or a guarantee of future results. Forward-looking statements are subject to certain risks and uncertainties. Any statements that refer to expectations, projections or characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. Actual results, performance, or achievements may differ materially from those expressed or implied. Returns quoted represent past performance which is no guarantee of future results. Investment returns and principal value will fluctuate so that when shares are redeemed, they may be worth more or less than their original cost. Current performance may be higher or lower than the performance shown. Investing involves risk; principal loss is possible. There is no guarantee that companies that can issue dividends will declare, continue to pay or increase dividends.
Additional Disclosure. Neither the State nor any State employee will be liable to the Contractor or its staff for any injuries caused by exposure to any blood borne pathogens, aerosol transmissible diseases, or communicable diseases. Contractor agrees that it shall comply fully with all applicable Cal/OSHA regulations concerning protection of the Contractor’s employees from diseases; including Title 8, California Code of Regulations section 5193 (Blood Borne Pathogens), and Title 8, section 5199 (Aerosol Transmissible Diseases). Contractor agrees to indemnify, defend, and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any of the Contractor’s employees arising out of exposure to any blood borne pathogen, aerosol transmissible disease, or communicable disease during the Contractor’s performance of the Agreement.
Additional Disclosure. From the date of this Agreement to and including the Closing Date, Purchaser and NYHC will advise Seller of each event subsequent to the date hereof which would have had to be disclosed on any schedule or exhibit to this Agreement had it occurred prior to the date hereof.
Additional Disclosure. Prior to and in connection with the Merger, RP has no intention to redeem any RP Common Stock or make any extraordinary distributions with respect thereto, and the persons that are related to RP within the meaning of Temporary Treasury Regulation ss. 1.368-1T(e)(2)(ii) have not and will not acquire any RP Common Stock from any holder thereof with consideration other than RP Common Stock.
(a) Following the Merger, RP intends to hold at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets held immediately prior to the Effective Date. For purposes of this representation, amounts paid by RP to stockholders who receive cash or other property pursuant to the Merger, amounts paid by RP to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by RP immediately preceding the Effective Date, will be included as assets of RP held immediately prior to the Effective Date.
(b) RP has no plan or intention to issue additional shares of its stock (or securities, options, warrants or instruments giving the holder thereof the right to acquire RP stock) that would (or if exercised would) result in CSI losing control of RP within the meaning of Section 368(c) of the Code.
(c) RP will not assume any liabilities of Merger Sub (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business) or acquire any assets of Merger Sub that are subject to liabilities (other than those liabilities, if any, incurred by Merger Sub in the ordinary course of its business).
(d) Following the Merger, RP intends to continue its historic business or use a significant portion of its historic business assets in a business.
(e) Except as provided in this Agreement, each of RP and its stockholders will pay their respective expenses, if any, incurred in connection with the Merger.
(f) There is no intercorporate indebtedness existing between CSI and RP, or between Merger Sub and RP, that was issued, acquired or will be settled at a discount.
(g) RP is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
(h) On the date of the Merger, the fair market value of the assets of RP will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which the assets are subject.
(i) RP is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A...
Additional Disclosure. (a) The Alfa Parties shall promptly notify the Telenor Parties of, and furnish to the Telenor Parties, any information that the Telenor Parties may reasonably request relating to, the occurrence of any Event that would cause any of the conditions to any Alfa Party’s obligation to consummate the Transactions not to be fulfilled, including the occurrence of any Material Adverse Effect.
(b) The Telenor Parties shall promptly notify the Alfa Parties of, and furnish to the Alfa Parties, any information that the Alfa Parties may reasonably request relating to, the occurrence of any Event that would cause any of the conditions to any Telenor Party’s obligation to consummate the Transactions not to be fulfilled, including the occurrence of any Material Adverse Effect.
Additional Disclosure. From the date ------------------------- --------------------- of this Agreement to and including the Closing Date, Seller promptly upon the occurrence thereof, will advise Purchaser of each event subsequent to the date hereof which would have had to be disclosed on any exhibit to this Agreement had it occurred prior to the date hereof. ARTICLE VIIVII POST-CLOSING COVENANTSCOVENANTS The parties agree as follows with respect to the period following the Closing.
