Common use of Disclosure and Confidentiality Clause in Contracts

Disclosure and Confidentiality. (a) Zion agrees to furnish Network 1 with all financial and other information (the "Information") which Network 1 may reasonably request in connection with Transactions. Zion represents that (i) to the best of its knowledge, the Information that has been or will be made available to Network 1 or its affiliates by Zion (directly or indirectly) is or will be, when furnished, correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading, (ii) all historical financial statements provided to Network 1 by Zion (directly or indirectly) will be prepared (except as otherwise disclosed to Network 1) in accordance with generally accepted accounting principals and practices then in effect in the relevant jurisdiction and will present fairly the financial condition and operations of the entities and businesses covered thereby, and (iii) any projections, financial or otherwise, provided to Network 1 by Zion (directly or indirectly) will be prepared in good faith with a reasonable basis for the assumptions and the conclusions reached therein and on a basis consistent with the historical financial data of the entities and businesses covered thereby.