Documents and Disclosures Sample Clauses

Documents and Disclosures. (a) SDK and Precision have made available to Presstek for examination true and complete copies of all documents and information listed in the Precision Disclosure Schedule or other exhibits called for by this Agreement, as well as (i) SDK's and Precision's minute books containing all records of all proceedings, consents, actions and meetings of the stockholders, the Board of Directors and any committees of the Board of Directors of SDK and Precision; (ii) all Governmental Authorizations, permits, Orders and consents issued by any regulatory agency or other Governmental Authority with respect to SDK and Precision and the Business; and (iii) all of the foregoing documents and information with respect to the Subsidiaries of SDK and Precision. (b) There has not been any violation of any of the provisions of the Precision Charter Documents, or of any resolution adopted by the stockholders or boards of directors, of SDK or Precision or any Subsidiary of SDK or Precision, and to the knowledge of the Shareholders, SDK or Precision, no event has occurred and is continuing, and no condition or circumstance exists, that likely would (with or without notice and/or lapse of time) constitute or result directly or indirectly in such a violation. (c) The books of account, stock records, minute books and other records of SDK and Precision and their respective Subsidiaries: (i) are in all material respects true and complete, (ii) have been maintained in accordance with reasonable business practices and (iii) accurately and fairly reflect in all material respects the transactions and dispositions of the assets of SDK and Precision and their respective Subsidiaries.
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Documents and Disclosures. (a) Servicesoft has provided to Broadbase, or to counsel for Broadbase, for examination true and complete copies of all documents and information listed in the Servicesoft Disclosure Letter or other exhibits called for by this Agreement, including, without limitation, the following: (i) copies of Servicesoft's certificate of incorporation, bylaws and other charter documents, as currently in effect; (ii) Servicesoft's minute book containing all records of all proceedings, consents, actions and meetings of the Stockholders, the Board of Directors and any committees of the Board of Directors of Servicesoft; (iii) Servicesoft's stock ledger; (iv) all material permits, orders and consents
Documents and Disclosures. 13 4.7 Butane Financial Statements................................... 13
Documents and Disclosures. (a) Butane has made available to Fuel for examination true and complete copies of all documents and information listed in the Butane Disclosure Schedule or other exhibits called for by this Agreement, including, without limitation, the following: (i) copies of the Butane Charter Documents, as currently in effect; (ii) Butane's minute book containing all records of all proceedings, consents, actions and meetings of the Stockholders, the Board of Directors and any committees of the Board of Directors of Butane; (iii) Butane's stock ledger, journal and other records reflecting all stock issuances and transfers; (iv) all permits, orders and consents issued by any regulatory agency with respect to Butane, or any securities of Butane, (v) all applications for such permits, orders and consents; and (vi) all of the foregoing documents and information with respect to the Subsidiaries. (b) There has not been any violation of any of the provisions of the Butane Charter Documents, and to Butane's knowledge, no event has occurred, and no condition or circumstance exists, that likely would (with or without notice and/or lapse of time) constitute or result directly or indirectly in such a violation. (c) The books of account, stock records, minute books and other records of Butane and its Subsidiaries: (i) are in all material respects true and complete, (ii) have been maintained in accordance with reasonable business practices and (iii) accurately and fairly reflect in all material respects the transactions and dispositions of the assets of Butane and its Subsidiaries. (d) Each amendment to the Butane Charter Documents since the date of Butane's incorporation has been approved by the Butane board of directors and stockholders in accordance with the Delaware General Corporation Law and Butane has complied with all notice requirements contained therein.
Documents and Disclosures. (a) Seller has made available to Platinum for examination true and complete copies of all documents and information listed in the Seller Disclosure Schedule, as well as (i) Seller's minute book containing all records of all proceedings, consents, actions and meetings of the stockholders, the Board of Directors and any committees of the Board of Directors of Seller; (ii) all Governmental Authorizations, permits, Orders and consents issued by any regulatory agency or other Governmental Authority with respect to Seller and (iii) all of the foregoing documents and information with respect to the Subsidiaries. (b) There has not been any violation of any of the provisions of the Seller Charter Documents, or of any resolution adopted by the stockholders or boards of directors, of Seller or any Subsidiary of Seller, and to Seller's knowledge, no event has occurred and is continuing, and no condition or circumstance exists, that likely would (with or without notice and/or lapse of time) constitute or result directly or indirectly in such a violation. (c) The books of account, stock records, minute books and other records of Seller and its Subsidiaries: (i) are in all material respects true and complete, (ii) have been maintained in accordance with reasonable business practices and (iii) accurately and fairly reflect in all material respects the transactions and dispositions of the assets of Seller and its Subsidiaries.
Documents and Disclosures. (a) Servicesoft has provided to Broadbase, or to counsel for Broadbase, for examination true and complete copies of all documents and information listed in the Servicesoft Disclosure Letter or other exhibits called for by this Agreement, including, without limitation, the following: (i) copies of Servicesoft's certificate of incorporation, bylaws and other charter documents, as currently in effect; (ii) Servicesoft's minute book containing all records of all proceedings, consents, actions and meetings of the Stockholders, the Board of Directors and any committees of the Board of Directors of Servicesoft; (iii) Servicesoft's stock ledger; (iv) all material permits, orders and consents issued by any regulatory agency with respect to Servicesoft; and (v) to the extent available, all of the foregoing documents and information with respect to the Subsidiaries. (b) The books of account, stock records, minute books and other records of Servicesoft: (i) are in all material respects true and complete and (ii) have been maintained in accordance with reasonable business practices. The books of account of Servicesoft are stated in reasonable detail and accurately and fairly reflect in all material respects the transactions and dispositions of the assets of Servicesoft as required by GAAP. Servicesoft has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management's general or specific authorization; (b) transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with GAAP, and (ii) to maintain accountability for assets; and (c) the amount recorded for assets on the books and records of Servicesoft
Documents and Disclosures. Borrowers were provided timely with accurate documentation and disclosures required by state and Federal law, including without limitation, the Good Faith Estimate, initial Truth in Lending disclosure, and Loan Application Supplement;
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Documents and Disclosures 

Related to Documents and Disclosures

  • Public Statements and Disclosure The initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, unless the Company Special Committee has made a Company Recommendation Change, the Company and its Representatives, on the one hand, and Parent and Merger Sub and their respective Representatives, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement or the Merger and neither party shall issue any press release or make any public announcement or statement without the consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, that to the extent such release or announcement is required by applicable Law or any listing agreement with or rule of any national securities exchange or association upon which the securities of the Company are listed, the party required to make the release, announcement or statement shall use reasonable best efforts to consult with the other Party about, and allow the other Party reasonable time (taking into account the circumstances) to comment on, such release, announcement or statement in advance of such issuance. Notwithstanding the foregoing, neither Parent nor the Company will be obligated to engage in such consultation with respect to communications that are (i) principally directed to its employees, drivers, suppliers, customers, partners or vendors so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication (in which case such communications may be made consistent with such plan); (ii) related to a Superior Proposal or Company Recommendation Change or, in each case, any action taken pursuant thereto; (iii) with respect to any dispute or Legal Proceeding solely among the Parties or their respective Affiliates related to this Agreement or the Transaction Documents; or (iv) substantively consistent with previous public disclosures made by the Parties in compliance with this Section 6.13 and which do not add additional material information not included in such previous disclosure. Parent will not be obligated to engage in such consultation with respect to communications that are principally directed to its existing or prospective equity holders and investors of Parent or its Affiliates, so long as such communications are consistent with prior communications previously agreed to by Parent and the Company and do not add additional material information not included in such previous communication.

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Publicity and Disclosures No press releases or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by a party to this Agreement without the prior knowledge and written consent of Buyer and the Company.

  • Press Releases and Disclosure The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

  • Use and Disclosure of PHI Business Associate is limited to the following permitted and required uses or disclosures of PHI: a. Duty to Protect PHI. Business Associate shall protect PHI from, and shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 (Security Standards for the Protection of Electronic Protected Health Information) with respect to EPHI, to prevent the unauthorized Use or disclosure of PHI other than as provided for in this Contract or as required by law, for as long as the PHI is within its possession and control, even after the termination or expiration of this Contract.

  • Permitted Uses and Disclosures i. Business Associate shall use and disclose PHI only to accomplish Business Associate’s obligations under the Contract. i. To the extent Business Associate carries out one or more of Covered Entity’s obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iii. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de-identify any or all PHI created or received by Business Associate under this Agreement, provided the de-identification conforms to the requirements of the HIPAA Rules.

  • Fund Disclosure Documents The Adviser has reviewed and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Commission and any marketing material of a Fund (collectively the “Disclosure Documents”) and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

  • Permitted Uses and Disclosures of PHI and the third party notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

  • UPDATING AND DISCLOSING FINANCIAL INFORMATION You will provide facts

  • Preservation and Disclosure of Lists The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

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