Disclosure Matters. At the Applicable Time, the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative or directly by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in any Underwriter Blood Letter provided by such parties.
Disclosure Matters. At the Applicable Time, the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in the Blood Letter.
Disclosure Matters. Seller acknowledges that Buyer may possess material, non-public information concerning Buyer, its business, affairs, results of operations, financial condition, business plans, financial projections and appraisals, Buyer may not have disclosed such information to Seller, such information may not be known to Seller and, if some or all of such information were known to Seller, it might have a material effect on Seller’s willingness to enter into this Agreement on the terms set forth herein. Seller agrees and acknowledges that Buyer may be restricted from disclosing any such information to Seller under applicable securities laws and that Buyer has no obligation to disclose any such information to Seller in connection with the transactions contemplated under this Agreement. Seller is not relying on the disclosure or non-disclosure made or not made by Buyer with respect to Buyer and the current or future value of the Shares and Seller agrees that Buyer and its officers, directors, employees, representatives and stockholders and their respective successors and assigns shall have no liability, and waives and releases any claim of any nature whatsoever that Seller may have or acquire against any of them, relating to the transactions contemplated under this Agreement, whether arising under the federal or any applicable state securities laws or otherwise, based on Buyer’s knowledge, possession or non-disclosure of any such information.
Disclosure Matters. To the best of the Company’s Knowledge, the Company has not, as of the date of this Agreement made any untrue statement of a material fact, or omitted to furnish any material documents or other material information in the possession or under the control of the Company as of the date of this Agreement, that in each case (i) relate to the safety or efficacy of tucatinib (also known as ONT-380), (ii) relate to any license or sub-license of tucatinib (also known as ONT-380), (iii) relate to any Lien, restriction or limitation on the ability of the Company and its Subsidiaries to research, develop, test, distribute, sell, supply, license, market, promote, manufacture or commercialize tucatinib (also known as ONT-380) or (iv) could reasonably be expected to materially and adversely affect the achievement of a Regulatory Authorization for tucatinib (also known as ONT-380).
Disclosure Matters. The Debentureholders agree to a summary of the number of Shares subject to this Agreement being set out in any information circular or prospectus produced by the Company and to this voting agreement being available for inspection until the date of termination of this Agreement.
Disclosure Matters. Mx. Xxxxxxx confirms that he has had a chance to review and approve the disclosures set forth in that certain form of Current Report on Form 8-K and a proposed press release, both of which are attached as Exhibit B hereto and the terms of which are incorporated herein by this reference. Other than expressly provided herein, no other public disclosure shall be made about Mx. Xxxxxxx’x resignation, this Agreement and the terms hereof.
Disclosure Matters. Notwithstanding anything to the contrary contained herein, the failure to use commercially reasonable efforts to protect against any disclosure of any Intellectual Property of the Allied Parties by any CEI Party or its Representatives in violation of this Section, shall constitute a breach of a covenant in a material respect pursuant to Section 11.1(c) hereof; provided, however, that the CEI Parties may make a disclosure otherwise prohibited by this Section if required by applicable Law, Legal Requirements or legal process (including, by oral questions, interrogatories, requests for information, subpoena of documents, civil investigative demand or similar process) or the rules and regulations of the SEC or any stock exchange having jurisdiction over the CEI Parties. In the event that any CEI Party or any of its Representatives is requested or required to disclose any Intellectual Property of the Allied Parties as provided in the proviso in the immediately preceding sentence, such CEI Party must provide the Allied Parties with prompt written notice of any such request or requirement so that the Allied Parties may seek a protective order or other appropriate remedy. If any or all seismic data or other information obtained by any of the Allied Parties in connection with the OMLs, the PSC or the Transferred Contracts from a third Person is subject to restrictions on disclosure, the Allied Parties will use commercially reasonable efforts to enter into an agreement with such third Person allowing disclosure of such data to the CEI Parties.
Disclosure Matters. (a) The Borrower has delivered or will deliver to the Underwriter, without charge, in such quantities as the Underwriter has requested or may hereafter reasonably request, copies of the Official Statement and any amendment or supplement thereto. As set forth in Section 10, the Borrower will be responsible for any costs associated with printing and mailing the Preliminary Official Statement described below and the Official Statement described below.
(b) The Issuer and the Borrower acknowledge that the Underwriter is required to comply with the requirements of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) in connection with the offer and sale of the Bonds and each agrees to cooperate (at the cost and expense of the Borrower) with the Underwriter so as to enable the Underwriter to comply with the Rule. To this end, the Borrower has delivered to the Underwriter the Preliminary Official Statement dated June , 2010 (the “Preliminary Official Statement”) that the Issuer and Borrower have deemed final as of its date, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, other terms of the Bonds depending on such matters and the identity of the Underwriter.
(c) The Borrower has authorized the execution and delivery of the Official Statement. The Issuer and the Borrower each hereby approve the use by the Underwriter of the Official Statement dated June , 2010 (the “Official Statement”) with respect to the Bonds in connection with the public offering of the Bonds by the Underwriter.
(d) The Borrower will supply sufficient quantities of the Official Statement to enable the Underwriter (i) to send a single copy of the Official Statement with any confirmation that requests payment for a Bond, and in any event within seven business days after the date hereof, and to any potential customer upon request until the earlier of (A) 90 days after the End of the Underwriting Period (as defined below) or (B) the time when the Official Statement is available to any person from the Municipal Securities Rulemaking Board (the “MSRB”), but in no case less than 25 days following the End of the Underwriting Period, and (ii) to comply with any applicable rules of the Municipal Securities Rulemaking Board. The Underwriter agrees to promptly file the Official Statement with the MSRB. The “End of the Underwritin...
Disclosure Matters. The statements contained in the Pricing Disclosure Package and the Prospectus under the headings “Risk Factors—Risks Related to the Highly Regulated Field in Which We Operate,” and “Business – Education Regulations” insofar as they constitute a summary of legal matters, documents or proceedings with respect to the operation of postsecondary educational institutions and the offering of programs of postsecondary education under Title IV of the HEA, the statutes of the states in which the Company is presently licensed or authorized to operate or provide programs of postsecondary education, and, as applicable, the published standards of accreditation of ACCET, ABHES and programmatic accrediting bodies, are accurate in all material respects and fair summaries of such legal matters, agreements, documents or proceedings and present the information required to be shown.
Disclosure Matters. Seller reached a decision to sell the Securities to Buyer, knowing that Buyer is the issuer of the Securities. Seller is an experienced and sophisticated investor in equity securities of public companies and has carefully reviewed Buyer’s Annual Report on Form 10-K for the year ended December 31, 2015, all subsequent filings of Buyer with the Securities and Exchange Commission, other publicly available information regarding Buyer and such other information that Seller and its advisors deemed necessary to make its decision to sell the Securities to Buyer. Regardless of any materially favorable information about Buyer that Buyer or its affiliates may possess but have not disclosed to Seller (which information may indicate a value of the Securities that is substantially different than reflected in such sale to Buyer), Seller would not have changed its decision to sell the Securities to Buyer, including the price at which the Securities are being sold. Seller has not requested from Buyer or any of its affiliates, and Seller is not relying on Buyer or any of its affiliates for, any information in connection with its decision to sell the Securities, nor is such information necessary to or desired by Seller. Seller acknowledges and understands that Buyer and its affiliates may possess material nonpublic information regarding Buyer not known to Seller that may impact the value of the Securities and that Buyer is unable to disclose such information to Seller. Seller understands, based on its experience, the disadvantage to which Seller is subject due to the disparity of information between Buyer and Seller and, notwithstanding such disparity, Seller has deemed it appropriate to sell the Securities to Buyer. If, despite the preceding representations and warranties in this Section 4(e), Seller and/or an affiliate of Seller are parties to a proceeding in which Seller and/or such affiliate seek relief from Buyer or any of its affiliates based on the allegation that Seller was entitled to additional information from Buyer or any of its affiliates in connection with the sale of the Securities, Seller and/or such affiliate will indemnify Buyer and all of its affiliates and hold them harmless from any cost, expense and liability arising out of such proceeding. It is understood that the foregoing indemnity by its term applies only to proceedings in which Seller and/or an affiliate of Seller seek relief. Hence, such indemnity does not apply to any proceeding brought by any o...
