Deliverables by Prospect Parties Sample Clauses

Deliverables by Prospect Parties. On or prior to the Closing Date of the Phase II Transactions, each of the applicable Prospect Parties shall deliver (or cause to be delivered) to the MPT Parties the following: (i) Copies or evidence of all material regulatory notices, consents and approvals required from each such Governmental Body pursuant to the terms of Section 4.1 (or confirmation from such a Governmental Body that the closing of the Phase II Transactions will not cause a lapse in the applicable license or permit), to the extent such Governmental Body is able to provide such notice, consent, approval or confirmation prior to the Closing Date; (ii) Management Agreement, duly executed by ManageCo, PHP Holdings, and all of its applicable Subsidiaries (including Alta Newport) that constitute “Operators” as such term is defined in the Management Agreement; (iii) Copies of all Merger documents entered into by the applicable Prospect Parties as contemplated in Section 4.2 hereof, including, without limitation, the Certificate of Merger filed with the California Secretary of State which provides for a merger date as of the Closing Date of the Phase II transactions, the applicable Agreement and Plan of Merger (or similar instrument), all applicable governing body approvals from the Prospect Parties approving the Merger, and evidence of all applicable notices provided to Governmental Bodies; (iv) To the extent applicable, amendments to the PHP Holdings LLC Agreement and any other documents reasonably necessary to evidence the issuance of the PHPH Series A-1 Preferred Units, duly executed by PHP Holdings, Prospect Medical, and any other members of PHP Holdings (other than MPT Picasso TRS); (v) A Release and Waiver Agreement, duly executed by all of the Prospect Parties in favor of the MPT Parties; (vi) A Default Representation, duly executed by all of the Prospect Parties; (vii) An Officers’ Certificate in form and substance reasonably satisfactory to the MPT Parties and executed by a duly authorized executive officer of Prospect Medical on behalf of Prospect Medical, its Designated Subsidiaries, and the Other Applicable Subsidiaries (other than PHP Holdings and its Designated Subsidiaries): (A) certifying to the MPT Parties on behalf of all of Prospect Medical, its Designated Subsidiaries, and the Other Applicable Subsidiaries that: (1) all of the representations and warranties of Prospect Medical, its Designated Subsidiaries, and the Other Applicable Subsidiaries set forth in this Agreement (s...
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Related to Deliverables by Prospect Parties

  • Pricing Information Provided Orally by Underwriters The public offering price is, as to each investor, the price paid by such investor. Number of shares: 1,449,303 Shares None J.X. Xxxxxx Securities LLC Gxxxxxx Sxxxx & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Hxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that J.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hxxxxxxx Xxxx Incorporated, a Delaware corporation (the “Company”), Hxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholder named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than: (A) the Securities, if any, to be sold by the undersigned pursuant to the Underwriting Agreement, (B) transfers of shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (C) transfers of shares of Common Stock as a bona fide gift or gifts, (D) any transfer of shares of Common Stock by will or pursuant to the laws of descent and distribution, (E) any transfer to the undersigned’s spouse, parent, child, sibling, grandchild or first cousin, including any such relationship by marriage or legal adoption (each, an “immediate family member”), or a domestic trust created for the sole benefit of the undersigned or any immediate family member of the undersigned, (F) any transfer from a trust described in clause (E) above to the undersigned, (G) the receipt by the undersigned from the Company of shares of Common Stock upon the exercise of options or any transfer of Common Stock or securities convertible into Common Stock to the Company upon the exercise of options to purchase the Company’s securities on a “cashless” or “net exercise” basis or for the purpose of satisfying any withholding taxes due as a result of the exercise of such options or the lapse of vesting restrictions; provided, that any such purchased shares of Common Stock or securities convertible into Common Stock and such vested shares of Common Stock will be subject to the restrictions described in this letter agreement, (H) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Common Stock involving a “change of control” of the Company; provided, that if such change of control is not consummated, such shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock shall remain subject to all of the restrictions set forth in this agreement (for the purposes of this clause (H), a “change of control” being defined as any bona fide third-party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the Company), (I) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period, (J) distributions of shares of Common Stock to members, limited partners, affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) or stockholders of the undersigned, and (K) transfers of Common Stock or such other securities to the Company or any of its affiliates as permitted under the Exchange Agreement;

  • Licensed Documentation If commercially available, Licensee shall have the option to require the Contractor to deliver, at Contractor’s expense: (i) one (1) hard copy and one (1) master electronic copy of the Documentation in a mutually agreeable format; (ii) based on hard copy instructions for access by downloading from the Internet

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Contractor Communication or Disclosure The Contractor shall not make any public statements, press releases, publicity releases, or other similar communications concerning the Contract or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with the Contract, without first notifying the Customer’s Contract Manager and securing the Customer’s prior written consent.

  • Paid Claims without Supporting Documentation Any Paid Claim for which Xxxxx cannot produce documentation sufficient to support the Paid Claim shall be considered an error and the total reimbursement received by Xxxxx for such Paid Claim shall be deemed an Overpayment. Replacement sampling for Paid Claims with missing documentation is not permitted.

  • Derivative Counterparty Financial Information ▪ Determining current maximum probable exposure Depositor ▪ Determining current significance percentage Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. Item 8: Other Information Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported Any party responsible for the applicable Form 8-K Disclosure item Item 9B: Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported Any party responsible for disclosure items on Form 8-K Significant Obligor Financial Information* Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. ▪ Determining applicable disclosure threshold Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. ▪ Determining current maximum probable exposure Depositor ▪ Determining current significance percentage Depositor ▪ Requesting required financial information (including any required accountants’ consent to the use thereof) or effecting incorporation by reference Depositor *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. Reg AB Item 1117: Legal Proceedings Any legal proceeding pending against the following entities or their respective property, that is material to Certificateholders, including any proceedings known to be contemplated by governmental authorities: ▪ Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities Administrator and Depositor ▪ Sponsor (Seller) Seller (if a party to the Pooling and Servicing Agreement) or Depositor ▪ Depositor Depositor ▪ Trustee Trustee ▪ Securities Administrator Securities Administrator ▪ Master Servicer Master Servicer ▪ Custodian Custodian ▪ 1110(b) Originator Depositor ▪ Any 1108(a)(2) Servicer (other than the Master Servicer or the Securities Administrator) Servicer (as to itself) ▪ Any other party contemplated by 1100(d)(1) Depositor

  • Sales Material, Information and Trademarks 6.1 For purposes of this Section 6, “Sales literature or other Promotional material” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as material published or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic communication or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature or published article or electronic communication), educational or training materials or other communications distributed or made generally available to some or all agents or employees in any media, and disclosure documents, shareholder reports and proxy materials. 6.2 You shall furnish, or cause to be furnished to us or our designee, at least one complete copy of each registration statement, prospectus, statement of additional information, private placement memorandum, retirement plan disclosure information or other disclosure documents or similar information, as applicable (collectively “Disclosure Documents”), as well as any report, solicitation for voting instructions, Sales literature or other Promotional materials, and all amendments to any of the above that relate to the Contracts or the Accounts prior to its first use. You shall furnish, or shall cause to be furnished, to us or our designee each piece of Sales literature or other Promotional material in which the Trust or an Adviser is named, at least fifteen (15) Business Days prior to its proposed use. No such material shall be used unless we or our designee approve such material and its proposed use. 6.3 You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales literature or other Promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. You shall send us a complete copy of each Disclosure Document and item of Sales literature or other Promotional materials in its final form within twenty (20) days of its first use. 6.4 We shall not give any information or make any representations or statements on behalf of you or concerning you, the Accounts or the Contracts other than information or representations, including naming you as a Trust shareholder, contained in and accurately derived from Disclosure Documents for the Contracts (as such Disclosure Documents may be amended or supplemented from time to time), or in materials approved by you for distribution, including Sales literature or other Promotional materials, except as required by legal process or regulatory authorities or with your written permission. 6.5 Except as provided in Section 6.2, you shall not use any designation comprised in whole or part of the names or marks “Franklin” or “Xxxxxxxxx” or any logo or other trademark relating to the Trust or the Underwriter without prior written consent, and upon termination of this Agreement for any reason, you shall cease all use of any such name or xxxx as soon as reasonably practicable. 6.6 You shall furnish to us ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios. 6.7 You agree that any posting of Portfolio prospectuses on your website will result in the Portfolio prospectuses: (i) appearing identical to the hard copy printed version or .pdf format file provided to you by us (except that you may reformat .pdf format prospectus files in order to delete blank pages and to insert .pdf format prospectus supplement files provided by us to you); (ii) being clearly associated with the particular Contracts in which they are available and posted in close proximity to the applicable Contract prospectuses; (iii) having no less prominence than prospectuses of any other underlying funds available under the Contracts; and (iv) being used in an authorized manner. Notwithstanding the above, you understand and agree that you are responsible for ensuring that participation in the Portfolios, and any website posting, or other use, of the Portfolio prospectuses is in compliance with this Agreement and applicable state and federal securities and insurance laws and regulations, including as they relate to paper or electronic use of fund prospectuses. The format of such presentation, the script and layout for any website that mentions the Trust, the Underwriter, an Adviser or the Portfolios shall be routed to us as sales literature or other promotional materials, pursuant to Section 6 of this Agreement. In addition, you agree to be solely responsible for maintaining and updating the Portfolio prospectuses’ PDF files (including prospectus supplements) and removing and/or replacing promptly any outdated prospectuses, as necessary, ensuring that any accompanying instructions by us, for using or stopping use are followed. You agree to designate and make available to us a person to act as a single point of communication contact for these purposes. We are not responsible for any additional costs or additional liabilities that may be incurred as a result of your election to place the Portfolio prospectuses on your website. We reserve the right to revoke this authorization, at any time and for any reason, although we may instead make our authorization subject to new procedures. 6.8 Each of your and your distributor’s registered representatives, agents, independent contractors and employees, as applicable, will have access to our websites at xxxxxxxxxxxxxxxxx.xxx, and such other URLs through which we may permit you to conduct business concerning the Portfolios from time to time (referred to collectively as the “Site”) as provided herein: (i) upon registration by such individual on a Site, (ii) if you cause a Site Access Request Form (an “Access Form”) to be signed by your authorized supervisory personnel and submitted to us, as a Schedule to, and legally a part of, this Agreement, or (iii) if you provide such individual with the necessary access codes or other information necessary to access the Site through any generic or firm-wide authorization we may grant you from time to time. Upon receipt by us of a completed registration submitted by an individual through the Site or a signed Access Form referencing such individual, we shall be entitled to rely upon the representations contained therein as if you had made them directly hereunder and we will issue a user identification, express number and/or password (collectively, “Access Code”). Any person to whom we issue an Access Code or to whom you provide the necessary Access Codes or other information necessary to access the Site through any generic or firm-wide authorization we may grant you from time to time shall be an “Authorized User.” We shall be entitled to assume that such person validly represents you and that all instructions received from such person are authorized, in which case such person will have access to the Site, including all services and information to which you are authorized to access on the Site. All inquiries and actions initiated by you (including your Authorized Users) are your responsibility, are at your risk and are subject to our review and approval (which could cause a delay in processing). You agree that we do not have a duty to question information or instructions you (including Authorized Users) give to us under this Agreement, and that we are entitled to treat as authorized, and act upon, any such instructions and information you submit to us. You agree to take all reasonable measures to prevent any individual other than an Authorized User from obtaining access to the Site. You agree to inform us if you wish to restrict or revoke the access of any individual Access Code. If you become aware of any loss or theft or unauthorized use of any Access Code, you agree to contact us immediately. You also agree to monitor your (including Authorized Users’) use of the Site to ensure the terms of this Agreement are followed. You also agree that you will comply with all policies and agreements concerning Site usage, including without limitation the Terms of Use Agreement(s) posted on the Site (“Site Terms”), as may be revised and reposted on the Site from time to time, and those Site Terms (as in effect from time to time) are a part of this Agreement. Your duties under this section are considered “services” required under the terms of this Agreement. You acknowledge that the Site is transmitted over the Internet on a reasonable efforts basis and we do not warrant or guarantee their accuracy, timeliness, completeness, reliability or non-infringement. Moreover, you acknowledge that the Site is provided for informational purposes only, and is not intended to comply with any requirements established by any regulatory or governmental agency.

  • Exclusion de garanties A. Si vous êtes un client qui est un consommateur (quelqu’un qui utilise le Logiciel tvOS en dehors son commerce, entreprise ou profession), il se peut que vous bénéficiez, dans votre pays de résidence, de droits selon lesquels les limitations suivantes ne s’appliqueraient pas à vous. Dans les pays où ces limitations sont interdites, elles ne s’appliquent pas à vous. Pour en savoir plus sur vos droits, prenez contact avec un organisme local de conseil aux consommateurs. B. VOUS RECONNAISSEZ ET ACCEPTEZ EXPRESSÉMENT QUE, DANS LA MESURE PERMISE PAR LA LÉGISLATION APPLICABLE, L’UTILISATION DU LOGICIEL tvOS ET DE TOUT SERVICE FOURNI OU ACCESSIBLE PAR LEDIT LOGICIEL tvOS EST À VOS RISQUES ET PÉRILS ET QUE VOUS ASSUMEZ L’INTÉGRALITÉ DES RISQUES RELATIFS À LA QUALITÉ, AUX PERFORMANCES, À L’EXACTITUDE ET AUX EFFORTS. C. DANS LES LIMITES MAXIMALES AUTORISÉES PAR LA LÉGISLATION EN VIGUEUR, LE LOGICIEL tvOS ET LES SERVICES SONT FOURNIS « TELS QUELS » AVEC TOUS LEURS DÉFAUTS ET SANS AUCUNE GARANTIE D’AUCUNE SORTE. tvOS ET LES CONCÉDANTS D’APPLE (DÉSIGNÉS COLLECTIVEMENT PAR L’EXPRESSION « APPLE » AUX FINS DES DISPOSITIONS DES PARAGRAPHES 7 ET 8) EXCLUENT PAR LA PRÉSENTE LICENCE LA TOTALITÉ DES GARANTIES ET CONDITIONS, EXPLICITES, TACITES OU LÉGALES, Y COMPRIS DE FAÇON NON LIMITATIVE LES GARANTIES ET/OU CONDITIONS IMPLICITES DE QUALITÉ MARCHANDE, DE QUALITÉ SATISFAISANTE, D’ADÉQUATION À UN OBJECTIF PARTICULIER, D’EXACTITUDE, DE SÉRÉNITÉ D’UTILISATION ET DE NON EMPIÉTEMENT SUR LES DROITS DE TIERCES PARTIES, LE TOUT À L’ÉGARD DU LOGICIEL tvOS ET DES SERVICES. D. APPLE NE GARANTIT NULLEMENT L’ABSENCE DE TROUBLES LORS DE VOTRE UTILISATION DU LOGICIEL tvOS ET DES SERVICES, QUE LES FONCTIONS CONTENUES DANS LE LOGICIEL tvOS OU LES SERVICES EXÉCUTÉS OU FOURNIS PAR CELUI-CI CORRESPONDRONT À VOS BESOINS, QUE LE FONCTIONNEMENT DU LOGICIEL tvOS OU DES SERVICES SERA ININTERROMPU OU EXEMPT D’ERREUR, QUE TOUS LES SERVICES SERONT TOUJOURS DISPONIBLES, QUE TOUT DÉFAUT DU LOGICIEL tvOS OU DES SERVICES SERA CORRIGÉ OU QUE LE LOGICIEL tvOS SERA COMPATIBLE AVEC TOUT AUTRE LOGICIEL, APPLICATION OU SERVICE TIERS. L’INSTALLATION DU LOGICIEL tvOS PEUT AFFECTER LA DISPONIBILITÉ ET L’UTILISATION DE LOGICIELS, APPLICATIONS OU SERVICES XX XXXXXX PARTIE, AINSI QUE DE PRODUITS ET SERVICES APPLE. E. VOUS RECONNAISSEZ ÉGALEMENT QUE LE LOGICIEL tvOS ET LES SERVICES NE SONT NI DESTINÉS NI ADAPTÉS À UN USAGE DANS DES SITUATIONS OU DES ENVIRONNEMENTS OÙ UNE DÉFAILLANCE, DES ERREURS OU DES INEXACTITUDES DU CONTENU, DES DONNÉES OU DES INFORMATIONS FOURNIS PAR LE LOGICIEL tvOS OU LES SERVICES RISQUENT D’ENTRAÎNER DES BLESSURES, DES ACCIDENTS XXXXXX OU MORTELS POUR LES PERSONNES OU DES DOMMAGES PHYSIQUES OU ENVIRONNEMENTAUX. CES SITUATIONS COMPRENNENT NOTAMMENT LE FONCTIONNEMENT D’INSTALLATIONS NUCLÉAIRES, LA NAVIGATION OU LES SYSTÈMES DE COMMUNICATION AÉRIENS, LE CONTRÔLE AÉRIEN, LES SYSTÈMES D’ENTRETIEN ARTIFICIEL DE LA VIE OU LES SYSTÈMES D’ARMEMENT.

  • Disclosure of Transactions and Other Material Information The Company shall, within the time required under the 1934 Act, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

  • KYC Information (i) Upon the reasonable request of the Lender made at least 1 day prior to the Closing Date, the Borrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Closing Date. (ii) [reserved].

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