Common use of Disclosure Matters Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Baker Street Capital Management, LLC), Stock Purchase Agreement (Unilens Vision Inc)

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Disclosure Matters. Seller Buyer acknowledges that Buyer Seller may possess material, non-public information concerning Buyer, its business, affairs, results of operations, financial condition, business plans, financial projections and appraisals, Buyer Seller may not have disclosed such information to SellerBuyer, such information may not be known to Seller Buyer and, if some or all of such information were known to SellerBuyer, it might have a material effect on SellerBuyer’s willingness to enter into this Agreement on the terms set forth herein. Seller Buyer agrees and acknowledges that Buyer Seller may be restricted from disclosing any such information to Seller Buyer under applicable securities laws and that Buyer Seller has no obligation to disclose any such information to Seller Buyer in connection with the transactions contemplated under this Agreement. Seller Buyer is not relying on the disclosure or non-disclosure made or not made by Buyer Seller with respect to Buyer and the current or future value of the Shares and Seller Buyer agrees that Buyer Seller 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 Buyer 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 BuyerSeller’s knowledge, possession or non-disclosure of any such information.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Unilens Vision Inc), Stock Purchase Agreement (Baker Street Capital Management, LLC)

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