Information and Notice Sample Clauses

Information and Notice. The Shareholder: (a) consents to and authorizes the publication and disclosure by Parent, Acquisition Co. or the Company, as applicable, of such Shareholder’s identity and holdings of Owned Shares, the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent, Acquisition Co. or the Company, as applicable, reasonably determines is required to be disclosed by applicable legal requirements in any press release, any of the Offer Documents, the Schedule 14D-9 or any other disclosure document (whether or not filed with the SEC) in connection with the Offer, the Merger and the other transactions contemplated thereby; and (b) agrees to promptly give to Parent, Acquisition Co. or the Company, as applicable, any information it may reasonably require for the preparation of any such disclosure documents. The Shareholder: (i) represents and warrants that none of the information provided by or on behalf of such Shareholder pursuant to this Section 6 will, at the time it so provided, contain any untrue statement of material fact or 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 under which they were made, not misleading; and (ii) agrees to promptly notify Parent, Acquisition Co. and the Company, as applicable, of any required corrections with respect to any such information, if and to the extent that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, Parent, Acquisition Co. and the Company shall use reasonable efforts to inform the Shareholder of any public disclosure of such information about the Shareholder prior to making such disclosure public. The Shareholder shall consult with Parent before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated hereby and shall not issue any such press release or make any public statement without the approval of Parent, except as may be required by applicable legal requirements. The Shareholder shall notify Parent of any development occurring after the date hereof that causes, or that would reasonably be expected to cause, any breach of any of such Shareholder’s representations or warranties in this Agreement.
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Information and Notice. Seller shall provide Southwestern notice of the estimated Termination Payment due within thirty (30) days after receipt of a notice from Southwestern pursuant to Section 7.1 (A). Southwestern shall notify Seller of its intent to exercise its election to terminate under this Section 7.1 or its disagreement with Seller's estimate within fifteen (15) days after the receipt of Seller's Termination Payment estimate. If Southwestern disputes Seller's estimate of the Termination Payment within the notice period required herein, the matter shall be promptly referred to dispute resolution pursuant to Article 16. In such event, Southwestern shall notify Seller of its intent to terminate hereunder within fifteen (15) days after the receipt of the arbitrator's decision with respect to such matter. If, after giving a notice of termination under Section 7.1 (A), Southwestern fails to provide notice of its election as required under this Section 7.1 (B), or elects not to terminate after receipt or determination, as applicable, of the Termination Payment estimate, this Agreement shall continue in force and effect and Southwestern shall be thereafter precluded from exercising such option for a period of three (3) years.
Information and Notice. 2.1 For the period beginning January 1, 2011, and ending December 31, 2015 (notwithstanding any earlier termination of AHC and Belo obligations under Section 4.1 of this Agreement), Belo will provide the following to PBGC with respect to the GB Dealey Plan: (a) The most recent final actuarial valuation report within ten days after the Effective Date, and subsequent actuarial valuation reports within 45 days after delivery in final form to Belo; and (b) Statements of the market value of plan assets at the end of each plan year, within 45 days after the end of such plan year; and (c) The Plan’s adjusted funding target attainment percentage certification, within 45 days after delivery to Belo in its final form. 2.2 For the period beginning January 1, 2011, and ending December 31, 2015 (notwithstanding any earlier termination of AHC and Belo obligations under Section 4.1 of this Agreement), AHC will provide the following to PBGC: (a) With respect to each AHC Plan, a written statement of the amount and date of each Additional Contribution and Required Contribution made, within 30 days after payment; and (b) A copy of any public filing made by AHC with the U.S. Securities and Exchange Commission (the “SEC”) or with the New York Stock Exchange, within five business days after such filing; provided that any such filing made by AHC with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system, or any successor filing system (“XXXXX”) shall be deemed to be provided to the PBGC as of the time such filing is filed or furnished by XXXXX; and (c) A copy of any written report from AHC to AHC’s lender(s), within five business days after the date on which such report was made, regarding any covenant violation(s) under any loan agreement(s) for $5,000,000 or more that has not been cured or waived and that serves as the basis for the acceleration of debt under such agreement(s). 2.3 Failure of AHC or Belo to timely provide information required under Section 2.1 or Section 2.2 shall not constitute nonperformance of such Party’s obligations under this Agreement unless such Party fails to provide such information within 10 business days of its receipt of notification from the PBGC of such failure.
Information and Notice. 14.1. Bất kỳ thông báo hay liên lạc nào được yêu cầu hay cho phép theo Hợp Đồng này giữa Bên Bán và Bên Mua sẽ được lập bằng văn bản bằng tiếng Việt và/hoặc tiếng Anh (“Thông Báo”). Thông Báo sẽ được gửi bằng cách gửi thư điện tử, thư bảo đảm hoặc gửi tận tay đến địa chỉ ghi tại phần đầu của Hợp Đồng này và trong từng trường hợp được ghi rõ là gửi đến cho những người liên quan được quy định trên đây trên đây (hoặc gửi đến địa chỉ hoặc những người khác được thông báo từng thời điểm theo quy định của Điều 14 này). Bất kỳ thông báo nào được gửi tận tay hoặc gửi bằng thư bảo đảm hoặc gửi bằng thư điện tử sẽ được xem là đã được nhận bởi người nhận vào thời điểm sau: (i) trường hợp gửi bằng tay, khi được phát; (ii) trường hợp gửi tới hòm thư điện tử (nếu có), tại thời điểm truyền tín hiệu; (iii) trường hợp gửi bằng thư bảo đảm, vào lúc 10:00 sáng của ngày làm việc thứ ba sau ngày gửi nếu gửi trong Hà Nội và vào ngày làm việc thứ năm sau ngày gửi nếu gửi ngoài Hà Nội với điều kiện là trong mỗi trường hợp nếu việc trao tận tay xảy ra vào sau 6 giờ chiều của một ngày làm việc hoặc vào một ngày không phải là ngày làm việc, thông báo sẽ được coi là đã nhận được bởi người nhận vào lúc 9 giờ sáng của ngày làm việc tiếp theo. Any notice or communication required or permitted hereunder between the Seller and Purchaser shall be in writing in Vietnamese and/or English ("Notice"). It shall be served by sending it by email, registered mail or by delivering it by hand to the address first written above and in each case marked for the attention of the relevant person set out above (or as otherwise notified from time to time in accordance with the provisions of this Article 14). Any Notice so served by hand or email or registered mail shall be deemed to have been duly received by the recipient: (i) in the case of delivery by hand, when delivered; (ii) in the case of sending to email account (if any), at the time of transmission; (iii) in the case of registered mail, at 10:00 am on the third working day following the date of posting if posting is in Hanoi and on the fifth working day following the date of posting if posting is carried out outside of Hanoi, provided that in each case where delivery by hand occurs after 6pm on a working day or on a day which is not a working day, the notice shall be deemed to have been duly received by the recipient at 9am on the next following working day.

Related to Information and Notice

  • INFORMATION AND NOTICES A. Unless otherwise expressly provided in this Agreement, all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (i) delivered in person, by courier (e.g., by Federal Express) or by registered or certified United States Mail to the Party to be notified, with receipt obtained, or (ii) sent by facsimile or email transmission, with notice of receipt obtained, in each case to the appropriate address or number as set forth below. Each notice shall be deemed effective on receipt by the addressee as aforesaid; provided that, notice received by facsimile or email transmission after 5:00 p.m. at the location of the addressee of such notice shall be deemed received on the first business day following the date of such electronic receipt. B. Notices to the District shall be addressed to the District’s Authorized Representative as follows: Xx. Xxxxxxxx Xxxxxxx Superintendent of Schools Xxxxxxx-Portland Independent School District 000 Xxxxxxx Xxxxxx Portland, Texas 78374 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@x-xxxx.xxx or at such other address or to such other facsimile transmission number and to the attention of such other person as a Party may designate by written notice to the other. C. Notices to the Applicant shall be addressed to its Authorized Representative as follows: Xxxxxx Xxxx Property Tax Division Manager Exxon Mobil Corporation 0000 Xxxxxx Xxxxxxx Blvd. The Woodlands, Texas 77380 Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx.x.xxxx@xxxxxxxxxx.xxx or at such other address or to such other facsimile transmission number and to the attention of such other person as a Party may designate by written notice to the other.

  • FINANCIAL INFORMATION AND NOTICES Until all the Obligations have been finally and indefeasibly paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 12.9 hereof, the Borrower will furnish or cause to be furnished to the Administrative Agent and each Lender at its address set forth in Schedule 1, or such other office as may be designated by the Agent or the applicable Lender from time to time:

  • Information and Data ‌ Upon request of the Union, the Employer agrees to furnish the Union with the following information: budgets for the Board of Regents; budgets for each College; public information used in the preparation of budgets as provided by law such as salaries; minutes of meetings of the Board; policies of the Board of Regents which apply to faculty members. Voluminous information shall be made available for inspection or will be provided at reproduction cost.

  • COMMUNICATION AND NOTICES 20.1 Any notice, instruction, request or other communication to be given to the Company by the Client under the Agreement shall be in writing and shall be sent to the Company’s email address at [Email to be added].

  • Information and communication The Parties shall support the development of modern methods of information handling, including the media, and stimulate the effective mutual exchange of information. Priority shall be given to programmes aimed at providing the general public with basic information about the Community and the Republic of Azerbaijan, including, where possible, access to databases, in full respect of intellectual property rights.

  • Information and Records (a) Lessee shall promptly furnish to Lessor all such information as Lessor may from time to time reasonably request regarding the Aircraft or any part thereof, its use, registration, location and condition. In addition, Lessee shall, on each Maintenance Payments Date and the Termination Date, furnish to Lessor a monthly maintenance status report substantially in the form of Schedule 5. (b) Lessee shall keep, or procure that there are kept, (i) the Aircraft Documents and shall keep as part thereof accurate, complete and current records of all flights made by the Aircraft during the Term, including all Flight Hours and Cycles of the Airframe, each Engine and the Parts, and of all maintenance and repairs carried out on the Aircraft and each Engine and every Part and (ii) historical records for condition monitored, hard time and life-limited Parts (including tags from the manufacturer of such Part or a repair facility which evidence that such Part is new or overhauled and establish authenticity, total time in service and time since overhaul for such Part). Such Aircraft Documents and historical records referred to in subclause (ii) shall be kept for the duration of the Term and maintained in English and in such manner, form and location as the Aviation Authority and any applicable law may from time to time require and the Aircraft Documents shall disclose the location of all Engines and Parts not installed on the Aircraft. In addition, the Aircraft Manuals shall be kept in such manner, form and location as the FAA may require to the extent that the requirements of the FAA do not conflict with the requirements of the Aviation Authority. Except as required by applicable law, the Aircraft Documents and historical records referred to in subclause (ii) shall be the property of Lessor. Lessee may maintain all Aircraft Documents (or any subset thereof) in electronic format, provided, that Lessee shall send to Lessor all hard copies of all such Aircraft Documents. (c) Lessee shall promptly on becoming aware of the same notify Lessor of: (i) any Total Loss with respect to the Aircraft, the Airframe or any Engine; (ii) any loss, theft, damage or destruction to the Aircraft or any part thereof if (A) the potential cost of repairs or replacement may exceed the Damage Notification Threshold or its equivalent in any other currency, or (B) Lessee is required to report the same to the Aviation Authority; (iii) any loss, arrest, hijacking, confiscation, seizure, requisition, impound, taking in execution, detention or forfeiture of the Aircraft or any part thereof; and (iv) any event, accident or incident in respect of the Aircraft that might reasonably be expected to involve Lessor or Lessee in loss or liability in excess of the Damage Notification Threshold or its equivalent in any other currency, or which is required to be reported to the Aviation Authority. (d) Lessee shall provide Lessor with prior written notice of each 6Y/4C-Check, 12Y/8C-Check, Engine Performance Restoration, APU Heavy Repair and Landing Gear Overhaul, provided that if any such maintenance event is to occur less than thirty days after the scheduling thereof, Lessee shall provide written notice of such maintenance event promptly upon the scheduling thereof.

  • COMMUNICATION AND NOTICE REQUIREMENTS All communications, notices and approvals provided for hereunder shall be in writing and mailed or delivered to the Seller or the Purchaser, as the case may be, addressed as set forth in the related Sale Agreement or at such other address as either party may hereafter designate by notice to the other party. Notice given in any such communication, mailed to the Seller or the Purchaser by appropriately addressed registered mail, shall be deemed to have been given on the day following the date of such mailing.

  • Information and Documents (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent and its Affiliates and Representatives pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

  • Cooperation and Exchange of Information The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

  • Company Creation and Use of Confidential Information The Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its product offerings in the field of financial services. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

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