Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, the PRC WFOE, any Related Entity or any Key Employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the 2002 Financial Statements delivered pursuant to this Agreement contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.
(b) To the best knowledge of the Management Sellers, there are no facts or circumstances that could materially adversely affect the Shares, the Company, the PRC WFOE, any Related Entity, any Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company, the PRC WFOE or any Related Entity which have not been fully and properly disclosed to the Purchaser.
(c) The Constitution, minute books and other similar records of the Company, the PRC WFOE and each Related Entity as made available to the Purchaser prior to the Effective Date contain a true and complete record, in all material respects, of all actions taken at all meetings and by all written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company, the PRC WFOE and the Related Entities. The share transfer ledgers and other similar records of the Company, the PRC WFOE and the Related Entities as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the share capital of the Company and the registered capital of each of the PRC WFOE and the Related Entities. Except as those maintained by the Company's registration agent or the relevant Government and Regulatory Authorities, none of the Company, the PRC WFOE or any Related Entity has any of its Books and Records recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company, the PRC WFOE or an Related Entity.
Disclosure and Information. (a) No representation or warranty contained in this Agreement and given by, or on behalf of, any Seller and no statement contained in the Disclosure Schedule or in any certificate, list or other writing furnished to the Purchaser pursuant to any provision of this Agreement (including, without limitation, the Company’s Financial Statements), contains any untrue statement or omits to state a fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading in any material respect. The facts set out in the Disclosure Schedule are true and accurate in all material respects.
(i) So far as the Sellers are aware, having made due and proper enquiries, there are no material facts or circumstances relating to the Equity Interest, the Company, any of the Assets or the financial position, operations, profitability or prospects of the Company which have not been disclosed to the Purchaser in writing prior to the Closing. (ii) Save as disclosed to the Purchaser in writing prior to the Closing, there are no facts or circumstances other than those affecting all companies in the same or similar business to a similar extent which might reasonably be expected adversely to affect the financial position, operations, profitability or prospects of the Company in any material respects.
(c) All information given in writing (whether in document, email, spreadsheet or other form) in relation to the Company, any Seller, (including, without limitation, any director, or Key Employee) to the Purchaser in the course of negotiations leading to this Agreement and Closing is true and correct in all material respects.
Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, or the Related Entity and no statement contained in the Disclosure Schedule, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.
(b) To the best knowledge of the Seller, there are no material facts or circumstances that could adversely affect the Equity Interest, the Company, the Related Entity, or the Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company or the Related Entity as a whole which have not been fully and properly disclosed to the Purchaser.
(c) The Constitution, minute books and other similar records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date contain true and all material record, of actions taken at meetings and by written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company and the Related Entity. The records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the registered capital of the Company and the Related Entity, except as those maintained by the Company’s registration agent or the relevant Government and Regulatory Authorities.
Disclosure and Information. 21 3.22 Absence of Changes.............................................. 21 3.23
Disclosure and Information. The Borrower hereby gives consent to the Bank to disclose information and data relating to the Borrower,Loan or any credit Loan availed of by the Borrower, obligations assumed by the Borrower in relation thereto and default, if any, committed by the Borrower in discharge thereof to statutory agencies including but not limited to RBI, Income Tax Authorities, credit bureau, credit rating agencies, (if facilities are rated) other banks, financial institutions or any other government or regulatory authorities, statutory authorities, quasi-judicial authorities. The Borrower hereby further agrees as a pre-condition of the Loan given to the Borrower by the Bank that, in case the Borrower commits default in the repayment of the Loan or in the repayment of Interest or Commission thereon or any of the agreed instalment of the Loan on due date(s), the Bank and/or the RBI will have an unqualified right to disclose or publish the Borrower’s name or the name of its director/s or partner/s or the name/s of the guarantor/s as defaulter/s in such manner and through such medium as the Bank or RBI as may be required under Applicable Law. The Bank may disclose to a potential assignee or to any person who has entered or may enter into contractual relations with the Bank in relation to this Agreement or otherwise, such information about the Borrower, as the Bank may deem appropriate.
Disclosure and Information. Except for the information disclosed in SCHEDULE D, no representation, warranty or statement contained in this Agreement and given by the Warrantors, or on their behalf and no statement made by them or on their behalf contains any untrue statement or omits to state a fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading in any respect.
Disclosure and Information. No representation, warranty or statement contained in this Agreement and given by it, or on its behalf and no statement made by it or on its behalf contains any untrue statement or omits to state a fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading in any respect. Except for the change of chief financial officer of Xxxxx.xxx and the profit and earning of Xxxxx.xxx of year 2005 which have been properly disclosed to the Sellers, there is no event (the "EVENT") having taken place before the Closing which shall have Material Adverse Effect on the trading price of Xxxxx.xxx Share and should be publicly announced within thirty (30) days after the Closing Date.
Disclosure and Information. 7.1 The Seller shall not be liable for any Warranty Claim or Title Claim to the extent that the matter or thing giving rise to such Claim has been fairly disclosed by the First Disclosure Letter (in relation to the Warranties given on the date of this agreement) or the Second Disclosure Letter (in relation to the Repeated Warranties).
7.2 The Seller shall not be liable for any Warranty Claim to the extent that the matter or thing giving rise to such Claim is (or would be deemed to be) fairly disclosed in the information, documents and matters:
7.2.1 contained in the registers of members, debenture holders, directors, secretaries, applications and allotments, and transfers (or the equivalent in any relevant jurisdiction) of any Group Company to the extent provided in the Data Room Information;
7.2.2 appearing on the public files maintained by Companies House in England and Wales (or the equivalent in any relevant jurisdiction) in relation to the Group Companies on the Business Day preceding the date of this agreement;
7.2.3 available from searches at the following, solely aimed at verifying specific bibliographic data of IP rights provided in the Data Room:
7.2.3.1 the UK Intellectual Property Office online database of trade marks, the OHIM online database of community registered trade marks and the World Intellectual Property Organisation online database of trade marks on 9 May 2015; or
7.2.3.2 online search engine "Espacenet" operated by the European Patent Office and the German Patent and Trademark office online data-base of patents on 7 and 8 May 2015;
7.2.4 contained in the Data Room Information.
Disclosure and Information. Until the Initial Closing, except in connection with the Financing or as required by law, the Acquiror Company and the Acquiror Company Principal Stockholders shall not make, provide or disseminate any written disclosures or other information to any Person concerning the confidential information of the Company without obtaining the prior written approval of the Company (which approval will not be unreasonably withheld, delayed or conditioned). The Acquiror Company shall give the Company and its counsel a reasonable opportunity to review and revise such disclosures and information before providing or disseminating them to any third party, except in connection with the Financing.
