Fair Disclosure. A reference to information or a matter or circumstance being “fairly disclosed” means disclosure in writing in a manner such that the information, matter or circumstance would reasonably be expected to come to the knowledge of a diligent and reasonable purchaser, or any of its Representatives, in the ordinary course of carrying out a due diligence exercise in respect of the Pushpay Group and the Business, in sufficient detail such that a purchaser with experience in transactions of the nature of the Transaction can reasonably be expected to understand the nature, relevance and importance of the information, matter or circumstance.
Fair Disclosure. Prior to the time when any person or entity becomes a Subscriber, the Community Solar Garden Operator will fairly disclose the future costs and benefits of the Subscription, and provide to the potential Subscriber a copy of this Contract. The Community Solar Garden Operator shall comply with all other requirements of the MPUC and applicable laws with respect to communications with Subscribers. N S:\General-Offices-GO-01\PSF\RA\Rates\Current\Mn_elec\Me_9_079.doc Section No. 9 Original Sheet No. 80
Fair Disclosure. This Agreement, including the Disclosure Schedule and any certificate, instrument or other document required to be delivered pursuant to this Agreement by Company, does not contain any untrue statement of a material fact, and does not omit to state any material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Selling Members have caused Company to deliver or make available to Buyer all documents listed in the Disclosure Schedule (including any material attachment thereto) or in any other Exhibit or Schedule called for by this Agreement.
Fair Disclosure. No representation or warranty by the Company in this Agreement or in any written statement or certificate furnished or to be furnished to the Investors pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.
Fair Disclosure. The Seller has Fairly Disclosed accurate and complete copies of all written Material Agreements as of the Signing Date in their current version, including all amendments thereto.
Fair Disclosure. Any matter fairly disclosed in any Schedule to this Agreement shall be deemed an exception for all other representations and warranties contained in this Agreement whether or not such other representations or warranties contain a reference to such Schedule.
Fair Disclosure. 6.1 Any matter, fact or circumstance Fairly Disclosed by the information set out in the Disclosure Letter (and in respect of the Warranties given at Closing only the Supplementary Disclosure Letter (if any)) or any of the documents and information Fairly Disclosed in the Data Room shall be deemed to be a disclosure for the purposes of Warranty to which it corresponds in number and each other Warranty, to the extent Fairly Disclosed with regard to such other Warranty, except:
(a) in relation to the Warranties set out in paragraphs 1.8 (Management/Statutory Accounts) and 1.35 (Anti-Bribery) of Schedule 3 and, notwithstanding paragraph 16 below, the Fundamental Warranties, where disclosure must be specific and correspond expressly against the relevant Warranty;
(b) the Tax Warranties are only qualified by matters, facts and circumstances Fairly Disclosed (i) in Folder 4.3 (Croatia) in the section entitled ‘Tax’ and Folder 5.3 (Slovenia) in the section entitled ‘Tax’, in each case in the Data Room (the “Tax Folders”); or (ii) specifically disclosed in section 1.40 of the specific disclosures in the Disclosure Letter (and in respect of the Tax Warranties given at Closing only the corresponding Tax section of the Supplementary Disclosure Letter (if any)) and those matters shall not qualify and shall not be Fairly Disclosed against a Warranty that is not a Tax Warranty; and
(c) the matters (i) in the Tax Folders and (ii) in section 1.40 of the specific disclosures in the Disclosure Letter shall not qualify or be Fairly Disclosed against any Warranty that is not a Tax Warranty but, for the avoidance of doubt, shall qualify and shall be Fairly Disclosed against a Warranty that is Tax Warranty.
6.2 The disclosure of any matter in the Disclosure Letter (and in respect of the Warranties given at Closing only the Supplementary Disclosure Letter (if any)) shall not be deemed to constitute an admission by any party, or to otherwise imply, that any such matter is material for the purposes of this Agreement, could reasonably be expected to have a Material Adverse Effect or is required to be disclosed under this Agreement. No warranty, representation or other assurance is given by the Seller with respect to the accuracy of, or the absence of any omission from, the information set out in the Disclosure Letter (and in respect of the Warranties given at Closing only the Supplementary Disclosure Letter (if any)) or any of the documents and information included in the Data Room,...
Fair Disclosure. Solely with respect to the Company’s representations and warranties in this Article V that are not Fundamental Representations (it being understood and agreed that this Section 5.33 shall not apply to the Fundamental Representations):
(a) Such representations and warranties that are not Fundamental Representations are subject to the matters that are fairly disclosed in the Company Disclosure Schedule or the materials made available to Buyer in the VDR; provided, however, that, in so far the VDR is concerned, only matters that were fairly disclosed in the VDR as of 11:59 p.m. Eastern Time on August 31, 2017 shall receive the benefit of the fair disclosure treatment set forth in this Section, and materials subsequently added to the VDR shall not qualify the representations or warranties;
(b) Any document to the extent included in the VDR (as of 11:59 p.m. Eastern Time on August 31, 2017) is deemed to be disclosed generally for the purposes of this Article V and will be deemed an exception for all applicable representations and warranties contained in this Article V that are not Fundamental Representations, solely with respect to the portion of the document included in the VDR;
(c) Except with respect to Fundamental Representations, as to which this Section 5.33 shall not apply, a matter is deemed to be fairly disclosed for the purposes of this Article V if such matter is included in the VDR (as of 11:59 p.m. Eastern Time on August 31, 2017) or in the Company Disclosure Schedule in sufficient detail to enable Buyer, Parent and CryoLife, upon a diligent review of the documents included in the VDR or included in the Company Disclosure Schedule (together with documents and information included therein that have been made available to Buyer), to reasonably assess the nature, scope, importance and relevance of the disclosed matter and the impact of such disclosure on the Company, the Company Subsidiaries, CryoLife, Parent and Buyer; and
(d) In the event that the Company Disclosure Schedule omits disclosure with respect to the applicable representations and warranties provided in this Article V, but fair disclosure is provided in the VDR (as of 11:59 p.m. Eastern Time on August 31, 2017), the materials in the VDR will take precedence.
Fair Disclosure. Any matter disclosed in any Schedule delivered prior to the execution of this Agreement (or after the execution of this Agreement with Xxxxx's consent, which consent shall not be unreasonably withheld) will be deemed an exception for all other representations and warranties contained in this Agreement whether or not such other representations, warranties or Schedules contain a reference to such Schedule, so long as it is reasonably apparent that such matter also applies to such other representations and warranties.
Fair Disclosure. For the purposes of clause 14.1(b), a fact, matter or circumstance is fairly disclosed if sufficient information has been disclosed that the fact, matter or circumstance which might constitute a breach of Warranty, and the nature and extent of the breach of Warranty, would be immediately obvious to a purchaser reasonably experienced in transactions of the nature of the sale of the Shares.
