Fair Disclosure Clause Samples
The Fair Disclosure clause ensures that all parties to an agreement receive the same material information at the same time, preventing selective or preferential sharing of important details. In practice, this means that if one party discloses significant information to certain stakeholders, such as investors or analysts, that information must also be made available to all other relevant parties, often through public announcements or simultaneous communications. The core function of this clause is to promote transparency and prevent unfair advantages that could arise from unequal access to information, thereby supporting trust and compliance with regulatory standards.
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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. This Agreement, including the Disclosure Schedule and any certificate, instrument or other document that are exhibits to this Agreement by the Company, does not contain any misrepresentation of a material fact, and does not omit to state any material fact necessary to make the statements contained herein or therein (in the light of the circumstances under which such representations were or will be made or provided) not misleading. The Company has delivered or made available to Purchaser (or to any of its advisors and counsels) all documents listed in the Disclosure Schedule.
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 fairly disclosed in any Schedule to this Agreement will 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 other Schedule, but only to the extent the relevance of such matter to such other representation and warranty is reasonably apparent.
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 Section No. 9 Original Sheet No. 80
Fair Disclosure. You acknowledge that, prior to entering into this Agreement and becoming a Subscriber, we fairly disclosed to you the future potential costs and benefits of your Subscription and provided you with a copy of the SRC Contract. US Solar will comply with all other requirements of the MPUC and CSG Tariff with respect to communications with you.
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 statements in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Taxation,” insofar as they purport to describe the provisions of the laws and documents referred to therein, and under the heading “Description of Share Capital,” insofar as they purport to constitute a summary of the terms of the Company’s share capital, are accurate and fair summaries and present the information required to be shown in all material respects.
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. 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.