Certain Required Disclosures Sample Clauses

Certain Required Disclosures. For purposes of this Section 4.4, “Confidential Information” does not include, and there will be no obligation hereunder with respect to, information that (i) was available or became available to the public other than as a result of a disclosure by the Receiving Party; or (ii) was available, or became available, to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party or its representative, but only if such information was not made available through a breach of an obligation of confidentiality owed to the Disclosing Party; (iii) is subject to disclosure in accordance with state or federal law, including the U.S. Freedom of Information Act, or (iv) is legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar legal process) or the disclosure of which is required by a regulatory body or court, provided, that Receiving Party shall: (A) provide the Disclosing Party with prompt notice of any such request(s) so that it may seek an appropriate protective order or other appropriate remedy, and (B) provide reasonable assistance to the Disclosing Party in obtaining any such protective order. If such protective order or other remedy is not obtained or the Disclosing Party otherwise consents to disclosure, then the Receiving Party may furnish that portion (and only that portion) of the Confidential Information which, in the opinion of counsel to the Receiving Party, the Receiving Party is legally compelled to disclose.
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Certain Required Disclosures. The Seller Parties acknowledge that Mariner (i) is subject to the reporting requirements of the Exchange Act and may from time to time register its securities for sale to the public under the Securities Act and (ii) may be required to file with the Commission registration statements, proxy statements or other reports and documents that include historical and pro forma financial statements and other information regarding the Business, the Purchased Assets and the Seller Parties, including the information required by Rule 3-05 and Article 11 of Regulation S-X of the Commission under the Securities Act and Exchange Act. The Seller Parties shall, and shall cause each Seller to, assist in the preparation and filing of such financial statements and information, including assisting Buyer or its Affiliates in obtaining the cooperation of the accountants of the Seller Parties. The Seller Parties further acknowledge that Mariner is a party to a line of credit agreement with its commercial lenders and may be required to disclose certain financial and other information regarding the Business, the Purchased Assets and the Sellers to its commercial lenders and the Seller Parties shall, and shall cause each Seller, to assist in providing such information as required.
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Certain Required Disclosures. Seller acknowledges that an Affiliate of Purchaser (i) is subject to the reporting requirements of the Securities Exchange Act of 1934 and may from time to time register its securities for sale to the public under the Securities Act of 1933 and (ii) may be required to file with the Securities and Exchange Commission registration statements, proxy statements or other reports and documents that include historical and pro forma financial statements and other information regarding the Business and Seller required by applicable U.S. securities laws and by Rule 3-05 and Article 11 of Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. Seller shall provide reasonable access to such financial and other information necessary for Purchaser to comply with these and other applicable laws.
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Certain Required Disclosures. Nothing in this Agreement shall limit or restrict EDIC from disclosing, to the extent required by applicable Law, any information, communication, or record to the United States Congress or the Massachusetts State Auditor; provided that EDIC shall use all reasonable measures to prevent further dissemination of such information to the extent such information is Confidential Information.
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Related to Certain Required Disclosures

  • Required Disclosures If Dell is required by a government body or court of law to disclose any Customer Content, Dell will provide You with notice and a copy of the demand as soon as practicable, unless prohibited by applicable law. Dell will take reasonable steps at Your expense to contest any required disclosure if requested by You.

  • Required Disclosure Notwithstanding Section 29(a) above, if the receiving Party becomes legally compelled to disclose the Confidential Information by a court, Governmental Authority or Applicable Law, or is required to disclose by the listing standards of any applicable securities exchange of the disclosing Party’s Confidential Information, the receiving Party shall promptly advise the disclosing Party of such requirement to disclose Confidential Information as soon as the receiving Party becomes aware that such a requirement to disclose might become effective, in order that, where possible, the disclosing Party may seek a protective order or such other remedy as the disclosing Party may consider appropriate in the circumstances. The receiving Party shall disclose only that portion of the disclosing Party’s Confidential Information that it is required to disclose and shall cooperate with the disclosing Party in allowing the disclosing Party to obtain such protective order or other relief.

  • Certain Requirements All Substitute Properties shall comply with this Section 2.3.5. To qualify as a Substitute Property, a property must, as of the Substitution Date (in addition to the other criteria set forth in this Section 2.3.5):

  • Information Required by Rule 144A upon the request of such Holder (and shall deliver to any qualified institutional buyer designated by such Holder), such financial and other information as such Holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (for the purpose of this Section 7.1(j), the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act); and

  • Legally Required Disclosures If a subpoena or other legal process concerning Confidential Information is served upon any party hereto pertaining to the subject matter hereof, the party served shall notify the other party immediately, the other party shall cooperate with the party served, at the other party’s expense, in any effort to contest the validity of such subpoena or other legal process. This Section 10.3 shall not be construed in any way to limit any party’s ability to satisfy any disclosure of its relationship with the other party required by any governmental authority.

  • Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA Each Prospectus Supplement (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

  • Legally Required Disclosure Notwithstanding the foregoing, to the extent the Employee is required by law to disclose any Confidential Information, the Employee will be permitted to do so, provided that notice of this requirement is delivered to the Company in a timely manner, so that the Company may contest such potential disclosure.

  • Certain Requirements in Respect of Combination, etc The Parent shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless:

  • Compliance with Registration Requirements; No Stop Order; No Objection from FINRA For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:

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