Information Provided to Purchaser Sample Clauses
Information Provided to Purchaser. The Purchaser further represents and warrants that in order to make an informed decision in connection with the purchase of the Shares:
(i) the Purchaser has reviewed the merits and risks of an investment in the Shares with tax and legal counsel and with an investment advisor to the extent deemed advisable by the Purchaser;
(ii) the Purchaser recognizes that an investment in the Shares involves a number of significant risks, including, without limitation, those set forth in the Delivered Filings; and the Purchaser, or the Purchaser's agent or advisor, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares; and
(iii) the Purchaser, or the Purchaser's agent or advisor, (A) has been provided with sufficient information with respect to the business of the Company and has carefully reviewed the same including, without limitation, the Delivered Filings; (B) has been provided with such additional information with respect to the Company as the Purchaser or the Purchaser's agent or advisor has requested; and (C) has had the opportunity to discuss such information with members of the management of the Company and any questions that the Purchaser had with respect thereto have been answered to the full satisfaction of the Purchaser.
Information Provided to Purchaser. Seller agrees that the information concerning Seller or any of the Seller Subsidiaries that is provided or to be provided by Seller to Purchaser for inclusion in any documents to be filed with any Regulatory Authority in connection with the Contemplated Transactions will at the respective times such documents are filed, not be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Seller shall have no responsibility for the truth or accuracy of any information with respect to Purchaser or any of its Subsidiaries or any of their Affiliates contained in any document submitted to, or other communication with, any Regulatory Authority.
Information Provided to Purchaser. To the best of Seller’s knowledge, all information provided to Purchaser by Seller in connection with the sale of the Asset is true, correct and complete in all material respects. Seller has made the following Representations or Warranties to Purchaser:
i. Seller warrants that, if asked by the EDNY, Lead Counsel, the CA or any other entity affiliated with the Settlement, Seller, to the extent the Debtor still exists with at least one authorized officer or independent contractor who is readily available, will at Purchaser’s cost state (including in a sworn declaration or affidavit) that (1) Seller did not and never intended to opt-out of the Settlement or Interchange Litigation; (2) Seller never gave any entity any indication of an intent to opt-out of the Settlement or Interchange Litigation; and (3) Seller never authorized any entity to opt-out of the Settlement or Interchange Litigation on Seller’s behalf.
ii. Seller warrants that it will never take any position inconsistent with the representations and warranties contained herein.
Information Provided to Purchaser. Notify the Purchaser of the happening of any event as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and prepare and furnish to the Purchaser a reasonable number of copies of any supplement to or amendment of such Prospectus that may be necessary so that, as thereafter delivered to the purchasers of the Subject Shares, such Prospectus shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and
Information Provided to Purchaser. With respect to each of the Employee Plans, the Company has delivered to the Purchaser a copy of the annual reports; actuarial reports and studies; IRS Forms 5500 or 5500-C (including all Schedules thereto); summary plan descriptions (and all material modifications thereto); financial statements (including trust or other funding statements); all communications from the IRS, the Department of Labor or the Pension Benefit Guaranty Corporation; and a copy of the most recent IRS determination letter, if any, issued with respect to any Employee plan intended to be a Qualified Plan. The Stockholder has delivered to Purchaser insurance premium statements and reports for the most recent plan year and any periods thereafter to the extent such statements and reports have been prepared and delivered or made available to the Stockholder.
Information Provided to Purchaser. Each Seller has provided to Purchaser all material information about the Claim and all such information is true, correct and complete. Each Seller has also provided to Purchaser originals or true, accurate and complete copies of all material Claim Documents. Other than as evidenced by the Claim Documents, no Seller has had any communications regarding the Litigation with the District Court, Lead Counsel, the CA or any other entity involved in the Litigation.
Information Provided to Purchaser. Each Purchaser represents and warrants that (i) such Purchaser has received and reviewed such information regarding the organization, capitalization, financial condition and investments of the Corporation and its Affiliates as such Purchaser has deemed necessary to his or her decision to make an investment in the Shares, (ii) the Corporation or its representatives have afforded such Purchaser and his or her advisors, if any, the opportunity to discuss an investment in the Shares and to ask questions concerning the Shares, the Corporation and the Venture, and the Corporation's representatives have provided answers to all such questions, and (iii) such Purchaser has not relied on any other Shareholder in determining to purchase Shares hereunder.
Information Provided to Purchaser. The information located in the data room to which the Purchaser has been provided access (the “Data Room”) has been prepared in good faith and made available to the Purchaser for the purposes of assisting it in making an assessment of the terms and conditions of this Agreement and the Seller has not deliberately omitted any material information from the Data Room or deliberately included any materially misleading information in the Data Room.