No Duty of Disclosure Clause Samples
The "No Duty of Disclosure" clause establishes that neither party is obligated to voluntarily provide information or disclose facts that are not specifically required by the agreement. In practice, this means that unless the contract explicitly requires a party to share certain information, they are not legally bound to reveal additional details, even if such information might be relevant to the other party. This clause serves to limit the parties' responsibilities regarding information sharing, thereby reducing the risk of future disputes over alleged omissions or failures to disclose.
No Duty of Disclosure a. Notwithstanding the issue of the RFE Documents and any other information provided by the National Health Authority prior to the date of this Empanelment Agreement, the ISA hereby acknowledges that it does not rely on and has not been induced to enter into this Empanelment Agreement or to provide the Covers or to assess the Fee for providing the Covers on the basis of any statements, warranties, representations, covenants, undertakings, indemnities or other statements whatsoever and acknowledges that none of the National Health Authority or any of its agents, officers, employees or advisors or any of the enrolled beneficiaries have given or will give any such warranties, representations, covenants, undertakings, indemnities or other statements.
b. Prior to commencement of each Policy Cover Period, the National Health Authority undertakes to prepare or cause a third party to prepare the Beneficiary Database as correctly as possible. The ISA acknowledges that, notwithstanding such efforts being made by the National Health Authority, the information in the Beneficiary Database may not be accurate or correct and that the Beneficiary Database may contain errors or mistakes.
c. Accordingly, the ISA acknowledges that the National Health Authority makes no warranties, representations, covenants, undertakings, indemnities or other statements regarding the accuracy or correctness of the Beneficiary Database that will be provided by it to the ISA.
d. The ISA represents, warrants and undertakes that it has completed its own due diligence and is relying on its own judgment in assessing the risks and responsibilities that it will be undertaking by entering into this Empanelment Agreement and in providing the Covers to the eligible Beneficiaries and in assessing the adequacy of the Fee for providing the Covers for the beneficiaries.
e. Based on the acknowledgements of the ISA in this Clause, the ISA:
(i) acknowledges and confirms that the National Health Authority has made no and will make no material disclosures to the ISA;
(ii) acknowledges and confirms that the National Health Authority shall not be liable to the ISA for any misrepresentation or untrue, misleading, incomplete or inaccurate statements made by the National Health Authority or any of its agents, officers, employees or advisors at any time, whether made wilfully, negligently, fraudulently or in good faith; and
(iii) hereby releases and waives all rights or entitlements that it has or may have: – to make...
No Duty of Disclosure. Stockholder acknowledges and agrees that Company shall have no duty or obligation to affirmatively disclose to Stockholder, and Stockholder shall have no right to be advised of, any material information regarding Company at any time prior to, upon or in connection with Company’s repurchase of the Stock from Stockholder under paragraphs 3, 4, 5 and 6 above.
No Duty of Disclosure a. The TPA hereby acknowledges that it does not rely on and has not been induced to enter into SLA on the basis of any statements, warranties, representations, covenants, undertakings, indemnities or other statements whatsoever and acknowledges that none of the OICL or any of its agents, officers, employees or advisors or any of the enrolled Beneficiary Family Units have given or will give any such warranties, representations, covenants, undertakings, indemnities or other statements.
b. The TPA represents, warrants and undertakes that it has completed its own due diligence and is relying on its own judgment in assessing the risks and responsibilities that it will be undertaking by entering into this SLA and in providing the services under the contract and in assessing the adequacy of the rates for providing services outlined in the contract.
c. Based on the acknowledgements of the TPA in this Clause, the TPA:
(i) acknowledges and confirms that the OICL has made no and will make no material disclosures to the TPA;
(ii) acknowledges and confirms that the OICL shall not be liable to the TPA for any misrepresentation or untrue, misleading, incomplete or inaccurate statements made by the OICL or any of its agents, officers, employees or advisors at any time, whether made wilfully, negligently, fraudulently or in good faith; and
(iii) hereby releases and waives all rights or entitlements that it has or may have to: – make any claim for damages and/or declare this SLA declared null and void; or as a result of any untrue or incorrect statements, misrepresentation, miss- description or non-disclosure of any material particulars that affect the TPA’s ability to provide the Covers.
No Duty of Disclosure. I am presently informed as to the financial condition of each Borrower and as to all other facts and circumstances which bear on the risk that any Borrower or any other guarantor or person liable for payment of the Debt might not pay the Debt. I promise that I will continue to keep myself informed as to the financial condition of each Borrower, the financial condition of other guarantors, if any, and all other circumstances which bear on the risk of nonpayment. I waive any right I may have to require you to disclose any information which you may now have or hereafter acquire concerning the financial condition of any Borrower, the financial condition of other guarantors and/or circumstances bearing upon the risk of nonpayment, including, but not limited to, your release of any other guarantor or any other guarantor’s revocation of, or disavowal of liability under, this or any other guaranty of the Debt or any part thereof.