Disclosure and Information Sample Clauses
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 Related Entity or any key employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the Management Accounts delivered pursuant to this Agreement or such monthly management accounts for the Company and the Related Entity for each month from the Inception Date up to and including the most recently completed month prior to the Closing, 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 facts or circumstances that could adversely affect the Shares, the Company the 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 or the 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 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 share transfer ledgers and other similar 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 share capital of the Company and the registered capital of the Related Entity. Except as those maintained by the Company’s registration agent or the relevant Government and Regulatory Authorities.
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. The information set out in Schedules 1 and 2 is true and accurate.
Disclosure and Information. 25 3.22 Absence of Changes........................................ 26 3.23.
Disclosure and Information. No Seller shall be liable for any Warranty Claim to the extent that the matter or thing giving rise to such Claim has been Disclosed.
Disclosure and Information. (a) No representation or warranty contained in this Agreement and given by, or on behalf of, either Seller or the Company or any Key Employee 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 respect. The facts set out in the Disclosure Schedule are true and accurate in all respects.
(i) 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 fully and properly disclosed to the Purchaser...
(ii) So far as each Seller and Company are aware, having made due and proper inquiries, there are no facts or circumstances which might reasonably be expected adversely to affect the financial position, operations, profitability or prospects of the Company.
(i) All information given either in writing (whether in document, email, spreadsheet or other form) or verbally by, or on behalf of, the Company, either 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 respects. (ii) None of the information provided to the Purchaser by, or on behalf of, the Company or either Seller, (including, without limitation, any Key Employee) is misleading in any particular, whether by omission or otherwise.
Disclosure and Information. The Seller shall not be liable for any Claim (other than an Indemnity Claim or a Tax Covenant Claim or a General Warranty Claim in respect of the General Warranty in paragraph 22.7 of schedule 2) if, but only to the extent that, the matter or thing giving rise to such Claim has been Fairly Disclosed.
Disclosure and Information. 12.1 The Participants representatives will comply w0ith the applicable security regulations.
12.2 The Participants representatives will safeguard security of any information provided during the attendance of courses, workshops and other training and educational activities.
12.3 The Participants representatives will ensure the previsions related to disclosure of information and confidentially will remain in place.
Disclosure and Information. 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 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 respect. The facts set out in the Disclosure Schedule are true and accurate in all respects.