Disclosure to Seller Sample Clauses

Disclosure to Seller. The Buyer will notify the Seller if the Buyer knows or learns of the existence of any facts which cause any of the representations and warranties contained in Articles III or IV to be or become untrue, PROVIDED, HOWEVER, that such disclosure shall not affect any of the Buyer's rights or remedies pursuant to this Agreement.
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Disclosure to Seller. In view of (i) Buyer’s affiliation with the General Partner and (ii) the General Partner’s duties and obligations as general partner of the Partnership to Seller (in its capacity as the limited partner thereof), and given Buyer’s access to information with respect to the Partnership, the Partnership’s operations and the Partnership Properties, Buyer represents and warrants that, to Buyer’s Knowledge, the General Partner has made all material information concerning the Partnership and the Partnership Properties available to, and has not withheld any material information from, Seller (exclusive of facts and circumstances which Seller recognizes to be of a nature generally recognized and known in the oil and gas industry (e.g., hydrocarbon prices may rise or fall)).
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Disclosure to Seller. Except to the extent required by applicable Environmental Laws, Purchaser shall not provide or disclose the results, conclusions, or underlying sampling data of Purchaser’s Phase I to the Seller unless Seller, in Seller’s sole discretion, in each such instance expressly elects, by written notice to Purchaser, to require Purchaser or Purchaser’s Environmental Consultants to provide such results to Seller. If Seller so elects or such disclosure is required by applicable Environmental Law, Purchaser shall deliver copies of the Phase I and the underlying sampling data and information (including tests and studies) within three (3) Business Days following the date of Seller’s request. In each instance that Purchaser concludes that disclosure to Seller of any results or conclusions made by or sampling data collected by Purchaser or Purchaser’s Environmental Consultants are required by applicable Environmental Law, prior to making any such disclosure Purchaser shall immediately upon making such conclusion provide written notice of such conclusion, and provide Seller with a reasonably substantial legal analysis supporting such conclusion prepared by outside counsel reasonably acceptable to Seller, and provide Seller with an opportunity to review and respond to Purchaser.
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Disclosure to Seller. Seller shall not be entitled to indemnification for any loss arising from the breach of a warranty or representation of which, as of Closing, Seller had Knowledge. "Knowledge" for the purpose of this subsection means that every fact necessary to constitute such breach of warranty or representation is contained in the materials supplied to Purchaser by Company bearing a Bates stamp number from 1 to 15102, or in reports obtained by Purchasxx xxom third parties. Purchaser has provided to Company copies of all reports obtained from third parties regarding the Company or the Business as set forth on Schedule 6.6 (c) and bearing the Bates stamp number recorded on such schedule.
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Disclosure to Seller. In view of (i) Buyer’s affiliation with the General Partner and (ii) the General Partner’s duties and obligations as general partner of the Partnership to Seller (in its capacity as the limited partner thereof), and given Buyer’s access to information with respect to the Partnership, the Partnership’s operations and the Partnership Properties, Buyer represents and warrants that it has disclosed all material information concerning the Partnership and the Partnership Properties (exclusive of facts and circumstances which Seller recognizes to be of a nature generally recognized and known in the oil and gas industry (e.g., hydrocarbon prices may rise or fall)).
Sample 1
Disclosure to Seller. Seller acknowledges that he has received copies of all Forms 10-K and 10-Q filed by Dynamic with the Securities and Exchange Commission and a copy of Dynamic's Information Statement dated July 21, 1998, that he has been given an opportunity to ask questions of and receive answers from Dynamic with respect to Dynamic's business, financial condition, management and any other relevant matters. Seller has not requested any additional information from Dynamic and has made his decision to accept the Common Stock and the Option in reliance solely upon the foregoing documents. Seller has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Common Stock and is able to bear the economic risk of such investment for an indefinite period of time. Seller understands that the Common Stock to be received by Seller is restricted and that Seller is acquiring the Common Stock without the expectation or desire of a resale or distribution with respect thereto and has no need for liquidity with respect to the Common Stock. Seller recognizes that an investment in the Common Stock involves risks and that he may not be able to sell or dispose of the Common Stock readily. Seller understands that the Certificates evidencing the shares of Common Stock will bear a restrictive legend providing that they may not be transferred in the absence of an opinion of counsel satisfactory to Dynamic that a transfer may be made without registration under the Securities Act of 1933 and also referring to the rights of set-off provided for in this Agreement. Seller is familiar with the resale requirements of Rule 144 of the Securities and Exchange Commission and understands that one of those requirements is a holding period of one or two years.
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Related to Disclosure to Seller

  • Disclosure to FERC its Staff, or a State. Notwithstanding anything in this Article 22 to the contrary, and pursuant to 18 C.F.R. section 1b.20, if FERC or its staff, during the course of an investigation or otherwise, requests information from one of the Parties that is otherwise required to be maintained in confidence pursuant to this Agreement or the NYISO OATT, the Party shall provide the requested information to FERC or its staff, within the time provided for in the request for information. In providing the information to FERC or its staff, the Party must, consistent with 18 C.F.R. section 388.112, request that the information be treated as confidential and non-public by FERC and its staff and that the information be withheld from public disclosure. Parties are prohibited from notifying the other Parties to this Agreement prior to the release of the Confidential Information to the Commission or its staff. The Party shall notify the other Parties to the Agreement when it is notified by FERC or its staff that a request to release Confidential Information has been received by FERC, at which time the Parties may respond before such information would be made public, pursuant to 18 C.F.R. section 388.112. Requests from a state regulatory body conducting a confidential investigation shall be treated in a similar manner if consistent with the applicable state rules and regulations. A Party shall not be liable for any losses, consequential or otherwise, resulting from that Party divulging Confidential Information pursuant to a FERC or state regulatory body request under this paragraph.

  • Transactions Requiring Disclosure to FINRA 2.17.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or to the Company’s knowledge, assuming reasonable inquiry, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.

  • Disclosure to FERC or its Staff Notwithstanding anything in this Section 17 to the contrary, and pursuant to 18 C.F.R. § 1b.20, if FERC or its staff, during the course of an investigation or otherwise, requests information from one of the Interconnection Parties that is otherwise required to be maintained in confidence pursuant to this Interconnection Service Agreement, the Interconnection Party, shall provide the requested information to FERC or its staff, within the time provided for in the request for information. In providing the information to FERC or its staff, the Interconnection Party must, consistent with 18 C.F.R. § 388.122, request that the information be treated as confidential and non-public by FERC and its staff and that the information be withheld from public disclosure. Interconnection Parties are prohibited from notifying the other Interconnection Parties prior to the release of the Confidential Information to the Commission or its staff. An Interconnection Party shall notify the other Interconnection Parties to the Interconnection Service Agreement when it is notified by FERC or its staff that a request to release Confidential Information has been received by FERC, at which time any of the Interconnection Parties may respond before such information would be made public, pursuant to 18 C.F.R. § 388.112.

  • Disclosure to Third Parties The Company shall have the right to disclose to third parties, in whatever manner the Company may determine, the fact that this Agreement has been executed, the names of the parties to this Agreement and the terms hereof.

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Disclosure to Executive Company has and will disclose to Executive, or place Executive in a position to have access to or develop, Confidential Information and Work Product of Company (or its affiliates); and/or has and will entrust Executive with business opportunities of Company (or its affiliates); and/or has and will place Executive in a position to develop business good will on behalf of Company (or its affiliates). Executive agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of Company (or its affiliates).

  • Disclosure; 10b-5 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.

  • SELLER’S DISCLOSURES In order to meet the Buyer’s obligations during the Inspection Period, the Seller shall be required to provide the following documents and records, to the extent they are within the possession or control of the Seller, at the Seller’s sole cost and expense:

  • Transactions Affecting Disclosure to Nasd 2.18.1 Finder’s Fees. There are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Existing Stockholder with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or any Existing Stockholder that may affect the Underwriters’ compensation, as determined by the NASD.

  • SEC DOCUMENTS; DISCLOSURE Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

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