Non-receipt of Information Sample Clauses

Non-receipt of Information. The Seller acknowledges and expressly agrees that: (a) the Purchaser may be an affiliate (as such term is defined in Rule 144(a)(1) promulgated under the Securities Act) of the Company; (b) the Purchaser possesses material information with respect to the Company and the Interest not known to the Seller (the "Purchaser Information"); (c) CHF (which is a shareholder in the Company and which will simultaneously be purchasing shares of the Company's voting common stock from the Purchaser pursuant to the CPH2 Sale Agreement) has expressed to members of the Company's management CHF's desire to maximize shareholder value and has discussed possible transactions to maximize or realize such value, which could include, for example (i) a sale of assets or shares of the Company to third parties which could be at a per share price in excess of the price being paid for the stock in the Company allegedly indirectly owned by the Seller, (ii) a purchase of the Company's shares in the public market or in private negotiated transactions, which could be at a per share price in excess of the price being paid for the stock in the Company allegedly indirectly owned by the Seller, (iii) an offering of common or preferred stock or other securities of the Company, (iv) a stock or cash dividend by the Company to shareholders of record as of a date later than the Effective Date, (v) financings of or acquisitions by the Company, or (vi) one or more other fundamental transactions which could materially affect the Company and the value of its securities; (d) the Seller has not requested the Purchaser to disclose the Purchaser Information to the Seller; (e) the Seller is willing to sell the Interest to the Purchaser without having the benefit of receiving such Purchaser Information; and (f) neither the Purchaser nor any other Plaintiff's Released Person (as defined in the Stipulation) shall have any liability to the Seller with respect to the non-disclosure of the Purchaser Information or any information regarding transactions involving the Company or securities of the Company that might occur either before or after the Effective Date. The Seller hereby fully, finally and forever releases the Purchaser and every other Plaintiff's Released Person from and against all claims or causes of action of every kind whatsoever, whether known or unknown, which he has or could assert by reason of the non-disclosure of any such Purchaser Information or any information regarding transactions involving ...
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Non-receipt of Information. The Purchaser acknowledges and expressly agrees that (a) the Seller may possess material information with respect to the Company not known to the Purchaser (the "Seller Information"), (b) the Purchaser has not requested the Seller to disclose the Seller Information to Purchaser, (c) the Purchaser is willing to purchase the Interest from the Seller without having the benefit of receiving Seller Information, and (d) the Seller shall have no liability or obligation to the Purchaser with respect to the non-disclosure of the Seller Information and the Purchaser hereby releases the Seller from any such liability waives all claims and causes of action of every kind whatsoever, known or unknown, now or hereafter existing based upon or relating to such non-disclosure and covenants not to sue Seller or any of his employees or agents for any loss, damages xx liability resulting from or relating to such non-disclosure. The Purchaser hereby fully, finally and forever releases the Seller and every other Defendants' Released Person from and against all claims or causes of action of every kind whatsoever, whether known or unknown, which it has or could assert by reason of the non-disclosure of any such Seller Information or any information regarding transactions involving the Company or securities of the Company that might occur either before or after the Effective Date or based on any failure to disclose any information regarding any such transaction or any discussions which any Defendant may have had with any other Person regarding any such transaction, and the Purchaser expressly, knowingly, and voluntarily hereby waives and relinquishes to the fullest extent permitted by law any right or benefit which he has or may have under Section 1542 of the California Civil Code, or any similar law or rule of any other jurisdiction with respect to any such claims. Section 1542 provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The Purchaser hereby covenants not to sue Seller or any other Defendants' Released Person or any of theix xirectors, officers, employees, agents, partners, members or affiliates for any loss, damages or liability resulting from or relating to any such non-disclosure.
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Non-receipt of Information. 9.7 If the Indenture Trustee shall not have received any accounting provided for in this Section 9 on the first Business Day after the date on which such accounting is due to the Indenture Trustee, the Indenture Trustee shall notify the Trust and the Servicer thereof and the Trust and the Servicer shall use best efforts to cause such accounting to be delivered to the Indenture Trustee by the applicable Remittance Date.
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Non-receipt of Information. If the Trustee shall not have received any accounting provided for in this Section 10.05 on the first Business Day after the date on which such accounting is due to the Trustee, the Trustee shall notify the Issuer thereof and the Issuer shall use its best efforts to cause such accounting to be delivered to the Trustee by the applicable Payment Date.
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Related to Non-receipt of Information

  • Receipt of Information The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned.

  • Treatment of Information (a) Certain of the Banks may enter into this Agreement, the Local Currency Addendum and/or the Japan Local Currency Addendum and take or not take action hereunder or thereunder on the basis of information that does not contain Restricting Information. Other Banks may enter into this Agreement, the Local Currency Addendum and/or the Japan Local Currency Addendum and take or not take action hereunder or thereunder on the basis of information that may contain Restricting Information. Each Bank acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning an issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other Person. Neither the Agent nor any of its Related Parties shall, by making any Communications (including Restricting Information) available to a Bank, by participating in any conversations or other interactions with a Bank or otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any such information or Communication does or does not contain Restricting Information nor shall the Agent or any of its Related Parties be responsible or liable in any way for any decision a Bank may make to limit or to not limit its access to Restricting Information. In particular, none of the Agent nor any of its Related Parties (i) shall have, and the Agent, on behalf of itself and each of its Related Parties, hereby disclaims, any duty to ascertain or inquire as to whether or not a Bank has or has not limited its access to Restricting Information, such Bank’s policies or procedures regarding the safeguarding of material, nonpublic information or such Bank’s compliance with applicable laws related thereto or (ii) shall have, or incur, any liability to any Borrower or Bank or any of their respective Related Parties arising out of or relating to the Agent or any of its Related Parties providing or not providing Restricting Information to any Bank.

  • Supply of Information The Republic agrees to deliver or cause to be delivered to each Stock Exchange copies of such documents as may be reasonably required for the purpose of obtaining such listing.

  • Non-Disclosure of Information In the event Executive's employment has been terminated pursuant to either Section 6(b) or Section 6(c) hereof, Executive agrees that, during the Restricted Period, Executive will not use or disclose any Proprietary Information of the Company for the Executive's own purposes or for the benefit of any entity engaged in Competitive Business Activities. As used herein, the term "Proprietary Information" shall mean trade secrets or confidential proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or method material to the conduct of Company's Business, or is a customer list or similar list of persons engaged in business activities with Company, or if the same is otherwise in the public domain or is required to be disclosed by order of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirement. Executive further agrees that in the event his employment is terminated pursuant to Sections 6(b) or 6(c) above, all Documents in his possession at the time of his termination shall be returned to the Company at the Company's principal place of business.

  • Delivery of Information The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Credit Party, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Credit Document except (i) as specifically provided in this Agreement or any other Credit Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

  • Confidential Nature of Information The following paragraph is subject to any disclosure requirements under the Bankruptcy Code or imposed by the Bankruptcy Court: Buyer on the one hand and Sellers on the other hand, each agree that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event the transactions contemplated hereby shall not be consummated, at the request of the disclosing party, will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith and all transcripts, notes and summaries thereof. Such non-public documents, materials and information shall not be communicated to any third Person (other than to Buyer’s and Sellers’ counsel, accountants or financial advisors, in each case subject to the recipient’s agreement to keep the same confidential). No other party shall use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets; provided, however, that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets or otherwise reasonably related to the Purchased Assets and the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party from a source other than the disclosing party, (ii) is or becomes available to the public other than as a result of disclosure by such party or its agents or (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed. Notwithstanding clause (iii) of the preceding sentence, in the event that any party is required to disclose any confidential information by applicable law, judicial process or rule of any national securities exchange, it is agreed that the party subject to such requirement will provide the other party with prompt notice of such requirement and such party may seek an appropriate protective order if it so desires.

  • Exchange of Information Confidentiality Article VII Further Assurances and Additional Covenants; Article VIII Termination; and Article X Miscellaneous, other than Section 10.3

  • Nondisclosure of Information To the extent necessary for the execution of this Agreement or to satisfy the requirements for disclosure to participants or to meet the requirements of Sections 8 and 9, the Advisor shall keep in strict confidence all information about the financial affairs of the Subaccount. The Advisor may include information about the Subaccount in aggregate information provided by the Advisor as long as the information is not set out separately or in any other manner that would enable a third party to determine the financial affairs of the Subaccount.

  • Sharing of Information Seller shall allow Buyer to exchange information related to Seller and the Transactions hereunder with third party lenders and Seller shall permit each third party lender to share such information with Buyer.

  • Exchange of Information Parent, Merger Sub and the Company each shall promptly supply the other with any information that may be required in order to effectuate any filings or application pursuant to Section 6.6(a). Except where prohibited by applicable Legal Requirements, and subject to the Confidentiality Agreement, each of the Company and Parent shall consult with the other prior to taking a position with respect to any such filing, shall permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with any analyses, appearances, presentations, memoranda, briefs, white papers, arguments, opinions and proposals before making or submitting any of the foregoing to any Governmental Entity by or on behalf of any party hereto in connection with any investigations or proceedings in connection with this Agreement or the transactions contemplated hereby (including under any antitrust or fair trade Legal Requirement), coordinate with the other in preparing and exchanging such information and promptly provide the other and/or its counsel with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party with any Governmental Entity in connection with this Agreement or the transactions contemplated hereby, provided that with respect to any such filing, presentation or submission, each of Parent and the Company need not supply the other (or its counsel) with copies (or in the case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such information. It is acknowledged and agreed by the parties hereto that Parent shall have, except where prohibited by applicable Legal Requirements, primary responsibility for determining the strategy for interacting with any Governmental Entity with responsibility for reviewing the Merger with respect to antitrust or competition issues.

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