Disclosure and Due Diligence Sample Clauses

Disclosure and Due Diligence. (a) The Issuer will prepare and provide the Placement Agent with a term sheet and/or other documents, including Issuer financial statements and typical information provided within Issuer bond official statements (the “Information Package”) together with the Resolution and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the Issuer acknowledges and agrees that it is solely responsible for the completeness, truth, and accuracy of the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the Placement and that the Placement Agent does not assume any responsibility therefor. (b) The Issuer will make available to each Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) (whose opinions and letters of negative assurance each shall receive and upon which they may rely) concerning the Issuer, the Bonds, and the security therefor; it being understood that the Purchasers and the Placement Agent will rely solely upon such information supplied by the Issuer and its representatives without assuming any responsibility for independent investigation or verification thereof. (c) In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers either (1) because of the Issuer’s failure to comply with subparagraph (a) or (b) of this Paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasers, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obli...
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Disclosure and Due Diligence. Federal securities law require a broker dealer to have an adequate and reasonable basis for recommending a security to an investor. “He cannot recommend a security unless there is an adequate and reasonable basis for such recommendation. He must disclose facts which he knows and those which are reasonably ascertainable. By his recommendation he implies that a reasonable investigation has been made and that his recommendation rests on the conclusions based on such investigation.”5 “Due diligence” is a component of a reasonable basis. The facts and circumstances of the placement and the degree of involvement of the Placement Agent in the preparation of the Placement Materials may affect the requisite level of inquiry, but a placement agent may not simply use materials provided by an issuer without inquiry.6 The level of investor sophistication does not affect the level of Placement Agent inquiry.7 The level of inquiry must be sufficient to withstand a charge of negligence under Securities Act §17(a)(2) and (3) and MSRB Rule G-17. Negligence is measured by “reasonable prudence.”8 The Model provides for instances in which a placement 4 Registration of Municipal Advisors, 78 Fed. Reg. 67468 (Nov. 12, 2013), states: “Registered broker-dealers are subject to regulation under the Exchange Act, regardless of whether they act as principal or agent in a municipal securities offering. The Commission does not believe that the underwriter exclusion should be limited to a particular type of underwriting or particular type of offering. [n. 629 Whether or not a particular offering would be a distribution for purposes of Section 2(a)(11) of the Securities Act is a facts and circumstances determination. Whether there is a ‘‘distribution’’ does not affect the role of a registered broker-dealer in a municipal securities offering for purposes of this underwriter exclusion.] Therefore, if a registered broker-dealer, acting as a placement agent, performs municipal advisory activities that otherwise would be considered within the scope of the underwriting of a particular issuance of municipal securities as discussed above, the broker-dealer would not have to register as a municipal advisor.” 5 Xxxxx v. SEC, 415 F.2d 589, 597 (2d Cir. 1969), affirming Xxxxxxx X. Xxxx & Co.. 43 S.E.C. 998 (1968). See also SEC v. Xxxx Xxxxxxxx, Inc. 254 F.3d. 852, 857-858 (9th Cir. 2001) (citing both Xxxxx and the SEC 1988 release proposing Rule 15c2-12 and interpreting the legal obligation of underw...
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Disclosure and Due Diligence. The Company acknowledges that:‌ AAFC has made full and xxxxx disclosure of all facts the Company deemed relevant before executing the License; the Company has conducted a due diligence search of all matters relevant to the Variety and the License; and AAFC has, to the best of its knowledge, identified the significant characteristics of the Variety, and that AAFC makes no representation that all the characteristics both favorable and unfavorable have been identified.
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Disclosure and Due Diligence. The Issuer will prepare and provide to the Placement Agent the following:
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Disclosure and Due Diligence. The Issuer, or professional service providers engaged by the Issuer, will prepare and provide to the Placement Agent the following: • A term sheet and financial statements for the most recently ended fiscal year of the City (the “Information Package”). • The draft resolution, ordinance, or other legal documents to be used in connection with the Transaction (together with all supplements, modifications, and additions thereto prior to the Attachment A Closing Date, which together with the Information Package are referred to as the “Placement Materials”). • such documents and other information which the Purchaser or Lender or the Placement Agent reasonably deem appropriate. The Issuer will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each Purchaser or Lender and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals.
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Disclosure and Due Diligence. To the Knowledge of Sellers: (i) all materials disclosed to Buyer by Sellers and Sellers’ responses provided to Buyer’s due diligence information and data requests are true, accurate and complete and are the result of a thorough review and investigation by Sellers; and (ii) prior to the execution of this Agreement, Sellers have delivered to Buyer true and complete copies of the contractual Assets, and all security Contracts and other instruments creating or imposing any security interest encumbrance or adverse claim on the Assets, and any other documents or instruments identified or referred to in the Disclosure Schedule. Such delivery will not alone constitute adequate disclosure of those facts required to be disclosed in any section of the Disclosure Schedule, and notice of their contents (other than by express reference on the Disclosure Schedule) will in no way limit Sellers’ other obligations or Buyer’s other rights under this Agreement.
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Related to Disclosure and Due Diligence

  • Non-Disclosure and Non-Use of Confidential Information The Employee agrees not to disclose, use, copy or duplicate or otherwise permit the use, disclosure, copying or duplication of any Confidential Information (other than in connection with authorized activities conducted in the course of the Employee’s employment at the Company for the benefit of the Company) during the period of including during his/her employment with the Company or at any time thereafter. The Employee agrees to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information.

  • Non-Disclosure and Non-Use The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this Agreement. The restrictions set forth in this Section 6(b) shall not apply to information that is or becomes generally available to the public or known within the Company’s trade or industry (other than as a result of its wrongful disclosure by the Executive), or information received on a non-confidential basis from sources other than the Company who are not in violation of a confidentiality agreement with the Company. The Executive further represents and agrees that, during the Term and at all times thereafter, the Executive is obligated to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding trading shares and/or exercising options related to the Company's stock. The Executive acknowledges that the Company has not provided opinions or legal advice regarding the Executive’s obligations in this respect and that it is the Executive's responsibility to seek independent legal advice with respect to any stock or option transaction.

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