Disclosed or Known Matters Sample Clauses

Disclosed or Known Matters. Sellers shall not be liable for a breach of a representation of Sellers contained in this Agreement or any of the covenants contained in Section 7.1 if the underlying facts of the breach have been disclosed in the Disclosure Schedule in accordance with the first paragraph of Section 5 or if any of Purchaser’s representatives as listed in Exhibit 8.3 has actual knowledge as of the date hereof of the underlying facts of the breach of a representation and of any damages (Schaden) arising out of such breach as may be expected with reasonable certainty on the date hereof. For the avoidance of doubt, any disclosure contained in the certificate mentioned in Section 4.2 (c) (i) shall not affect the right of Purchaser to claim indemnification in relation to (i) those representations given also as of the Closing Date and (ii) any matter arising as a result of the breach by Sellers or any member of the Bakelite Group of any covenant or other agreement contained in this Agreement. For the avoidance of doubt, this Section 8.3 shall not apply with respect to (i) the representations in Sections 5.9 (e) and 10.2, which shall be qualified by any matters disclosed to Purchaser exclusively as expressly set forth in the respective representation, or (ii) all indemnities (other than for a breach of a representation) contained herein, which shall apply regardless of whether Purchaser knew or could have known about the relevant matter. Unless provided otherwise in this Section 8.3, Section 442 of the German Civil Code (BGB) shall not apply.
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Disclosed or Known Matters. (a) Seller shall not be liable for a breach of a Warranty of Seller if the underlying facts of the breach have been Fairly Disclosed to Purchaser or its representatives or advisors prior to the date hereof in the virtual data room set up with Drooms GmbH (the "Data Room") between 21 March 2015 and 22 May 2015, in particular for the purpose of the due diligence investigations conducted by Purchaser in connection with this Transaction. An index of the documents provided in such Data Room between 21 March 2015 and 22 May 2015 is attached hereto as Annex 9.3(a). For evidentiary purposes, Drooms GmbH has provided the Parties with three DVDs which contain the contents of the Data Room as of 22 May 2015. One of the DVDs has been deposited with the acting notary.
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Disclosed or Known Matters. (a) Save in respect of any liability or indemnity relating to Taxation in Exhibit 14, or any Claim in relation thereto, Sellers shall not be liable for a breach of a warranty or other Claim under this Agreement if the fact, matter, event or circumstance giving rise to such breach of warranty or other Claim:
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Disclosed or Known Matters. (a) Seller shall not be liable for a Claim (other than a Claim for breach of a Fundamental Warranty) if and to the extent the fact, matter, event or circumstance giving rise to such Claim:
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Disclosed or Known Matters. 5.3.1 The Sellers shall not be liable for any Guarantee Breach to the extent the underlying facts of the Guarantee Breach have been truly and fairly disclosed to Purchaser in this Agreement or any Annex hereto to the extent that (a) the exceptions and disclosures are set forth in such Annex corresponding to the particular Section of this Agreement in which such Guarantee appears; or (b) the exceptions or disclosures are explicitly cross-referenced in such Annex by reference to another Annex; or (c) the exception or disclosure is set forth in any other Annex or a part thereof to the extent it is reasonably apparent on its face (without reference to any underlying documents) that such exception or disclosure is intended to qualify such Guarantee.
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Disclosed or Known Matters. The Sellers shall not be liable for any Losses if and to the extent the underlying facts of the breach of a guarantee (i) have been made available to the Purchaser and/or Hxxxxx and/or their representatives or advisers in this Agreement (including its Appendices) or has been in public domain and could be reasonably expected to be noticed by the Purchaser or Hxxxxx prior to the Signing Date (in particular in the course of the due diligence investigation conducted by Purchaser) and/or (ii) are known to the Purchaser and/or Hxxxxx and/or their representatives or advisers at the date hereof it being understood that a lack of knowledge due to gross negligence of the Purchaser, Hxxxxx and/or their advisors shall be deemed as knowledge in the sense of this subparagraph 5.3.
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Disclosed or Known Matters. Other than with respect to any claims made pursuant to Exhibit 14 (Tax Schedule), Seller shall not be liable to Purchaser for any Loss pursuant to Section 25.1.1 arising out of the inaccuracy of any Warranty of Seller if and to the extent that the facts or circumstances resulting in the inaccuracy of a Warranty of Seller
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Disclosed or Known Matters. Seller shall not be liable for a breach of a representation of Seller if the underlying facts of the breach have been disclosed (in writing or made available electronically) to Purchaser or its representatives or advisers prior to the date hereof or made available otherwise (in writing or made available electronically) for the purpose of the due diligence investigation conducted by Purchaser. However, except for the documents specifically listed in EXHIBIT 8.3, the appendices and schedules to the Umbrella Agreement between ThyssenKrupp Systems & Services GmbH, ThyssenKrupp France SA and ThyssenKrupp Serv Austria Ges.mbH on the one side and Sun HB GmbH on the other side dated 22 June 2003 (Deed-Roll No. 441/2003 of the notary public Dr. Peter Sauberlich with seat in Frankfurt am Main) shall not be xxxxxx xx xxxx been disclosed or made available to Purchaser or its representatives or advisers). Without limiting the generality of the foregoing, Section 442 of the German Civil Code shall not apply.
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Related to Disclosed or Known Matters

  • Disclosed Matters Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

  • No Material Undisclosed Liabilities The Borrower does not have on the Effective Date any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the audited financial statements as at March 31, 2016 referred to above and the footnotes thereto and unaudited financial statements for the six-month period ended September 30, 2016.

  • No Undisclosed Material Liabilities There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:

  • Disclosure of Material Matters Immediately upon learning thereof, report to Agent all matters materially affecting the value, enforceability or collectibility of any portion of the Collateral including, without limitation, any Borrower's reclamation or repossession of, or the return to any Borrower of, a material amount of goods or claims or disputes asserted by any Customer or other obligor.

  • No Undisclosed Material Information The sale of the Offered Securities by such Selling Stockholder pursuant to this Agreement is not prompted by any material information concerning the Company or any of its subsidiaries that is not set forth the General Disclosure Package.

  • No Undisclosed Liabilities The Company has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Reports and Other Written Information, other than those incurred in the ordinary course of the Company's businesses since December 31, 2000 and which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company's financial condition.

  • SEC Documents; Undisclosed Liabilities Parent has filed and made available to the Company true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by Parent with the SEC since January 27, 1996 (the "Parent SEC Documents"). As of its respective date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regula tions of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with the applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Parent SEC Documents (as defined in Section 4.08), as of the date of this Agreement neither Parent nor any Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse Effect.

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

  • No Undisclosed Liabilities, etc As of the date hereof, there are no liabilities of the Company or any of its Subsidiaries that would be required by GAAP to be reflected on the face of the balance sheet, except (i) liabilities reflected or reserved against in the financial statements contained in the Company Reports or in the Draft 10-Q, (ii) liabilities incurred since December 31, 2016 in the ordinary course of business and (iii) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Undisclosed Liabilities The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).

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