Recitals and disclosures Sample Clauses

Recitals and disclosures the recitals, Exhibits and Schedules to the Agreement and all information and documents relating to the Business and Purchased Assets supplied by the Seller or any agent of any of them to the Buyer, its solicitors, accountants or other agents or advisers during or with a view to the negotiations leading up to the Agreement, are true and accurate in all respects, and there is no fact not Disclosed which would render any such information or document inaccurate or misleading or which, if Disclosed, might reasonably affect the willingness of the Buyer to purchase the Purchased Assets for the consideration or otherwise on the terms specified in the Agreement. All budgets and forecasts provided to the Buyer have been prepared using reasonable and customary assumptions. Neither the Seller nor CDC has withheld from the Buyer any material facts relating to the assets, properties, liabilities, business operations, financial condition, results of operations or prospects of the Seller, the Business or the Purchased Assets. Neither this Agreement (including the Exhibits, Schedules, certificates and other documents delivered hereto) nor any other agreement, document, certificate or written statement furnished to the Buyer by or on behalf of the Seller in connection with this Agreement, the other documents or the transactions contemplated hereunder or thereunder contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
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Recitals and disclosures. The recitals to the Agreement and all information and documents relating to each of the Companies disclosed or supplied by any of the Vendors or any of the Companies or any agent of any of them to the Purchaser or NewLead, their solicitors, accountants or other agents or advisers during or with a view to the negotiations leading up to the Agreement are true and accurate in all material respects, and there is no fact not disclosed which would render any such information or document inaccurate or misleading or which, if disclosed, might reasonably affect the willingness of the Purchaser to purchase the Sale Shares for the consideration or otherwise on the terms specified in the Agreement.
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Recitals and disclosures the recitals to this Agreement and all information and documents relating to the Company disclosed or supplied in writing by the Seller or the Company or any agent of any of them to TEN, or its advisers during or with a view to the negotiations leading up to the Agreement, including (but not limited to) the information contained in the Disclosure Letter, are true and accurate in all material respects, and there is no fact not disclosed which would render any such information or document inaccurate or misleading. SCHEDULE 2 FORM OF NOTICE OF ASSIGNMENT To: Optima United SA Dated: [ ] 2006 Dear Sirs Notice of assignment We refer to the indebtedness owed by you to us in an aggregate principal amount of US$2,930,000 (the “Shareholder Loan”). We hereby give you notice that on [ ] 2006 all our rights in respect of the Shareholder Loan including (without limitation) the right to receive repayment of, and payment of interest on, the Shareholder Loan, were assigned to Tsakos Energy Navigation Limited by us. This notice shall be governed by and construed in accordance with English law. Yours faithfully For and on behalf of Xxxxxxxxxxx Shipping Co Ltd NOTICE OF ASSIGNMENT To: Optima United SA Dated: 25 January 2006 Dear Sirs Notice of assignment We refer to the indebtedness owed by you to us in an aggregate principal amount of US$2,930,000 (the “Shareholder Loan”). We hereby give you notice that on 25 January 2006 all our rights in respect of the Shareholder Loan including (without limitation) the right to receive repayment of, and payment of interest on, the Shareholder Loan, were assigned to Tsakos Energy Navigation Limited by us. This notice shall be governed by and construed in accordance with English law. Yours faithfully /s/ Xxxxxx X. Zafiras For and on behalf of Xxxxxxxxxxx Shipping Co Ltd
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Recitals and disclosures. The recitals and Schedules to the Agreement are true and accurate and all information and documents listed in Schedule 2 of the European Disclosure Memorandum is true and accurate in all material respects and are not misleading in any material respect:
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Recitals and disclosures. The recitals, Schedules to the Agreement and all information and documents relating to the HSR Business and Purchased Assets (including without limitation budgets and forecasts) supplied by the Seller or any agent of Seller to the Purchaser, its lawyers, accountants or other agents or advisers during or with a view to the negotiations leading up to the Agreement, are true and accurate in material respects, and there is no fact not disclosed which would render any such information or document inaccurate or misleading or which, if disclosed, might reasonably affect the willingness of the Purchaser to purchase the Purchased Assets for the consideration or otherwise on the terms specified in the Agreement.
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Recitals and disclosures the recitals, Exhibits and Schedules to the Agreement and all information and documents relating to the Company supplied by the Seller or the Company or any agent of any of them to the Buyer, its solicitors, accountants or other agents or advisers during or with a view to the negotiations leading up to the Agreement, are true and accurate in all respects, and there is no fact not Disclosed which would render any such information or document inaccurate or misleading or which, if Disclosed, might reasonably affect the willingness of the Buyer to purchase the Sale Shares for the consideration or otherwise on the terms specified in the Agreement. All budgets and forecasts provided to the Buyer have been prepared using reasonable and customary assumptions. Neither the Seller nor CDC has withheld from the Buyer any material facts relating to the assets, properties, liabilities, business operations, financial condition, results of operations or prospects of the Company. Neither this Agreement (including the Exhibits, Schedules, certificates and other documents delivered hereto) nor any other agreement, document, certificate or written statement furnished to the Buyer by or on behalf of the Seller in connection with this Agreement, the other documents or the transactions contemplated hereunder or thereunder contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading.
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Recitals and disclosures. The recitals, Schedules to the Agreement and all information and documents relating to the TTR Business and Purchased Assets (including without limitation budgets and forecasts) supplied by the Seller or any agent of Seller to the Purchaser, its lawyers, accountants or other agents or advisers during or with a view to the negotiations leading up to the Agreement, are true and accurate in material respects, and there is no fact not disclosed which would render any such information or document inaccurate or misleading or which, if disclosed, might reasonably affect the willingness of the Purchaser to purchase the Purchased Assets for the consideration or otherwise on the terms specified in the Agreement.
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Recitals and disclosures. The recitals and Schedules to this Agreement and all information and documents relating to the Company disclosed or supplied by Seller or the Company or any agent of any of them to the Purchaser, its legal advisers, accountants or other agents or advisers during or with a view to the negotiations leading up to this Agreement, including (but not limited to) the information contained in the Disclosure Letter, are true and accurate in all material respects and there is no fact known to Seller not disclosed which would render any such information or document inaccurate or misleading or which, if disclosed, might reasonably affect the willingness of Buyer to purchase the Sale Shares and/or the First Option Shares and/or the Second Option Shares for the consideration or otherwise on the terms specified in this Agreement. (z) POSITION SINCE 31ST DECEMBER, 1996 Since 31st December, 1996:
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Related to Recitals and disclosures

  • Publicity and Disclosures No press releases or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by a party to this Agreement without the prior knowledge and written consent of Buyer and the Company.

  • Reporting and Disclosure The Company, from time to time, shall provide government agencies with such reports concerning this Agreement as may be required by law, and the Company shall provide the Executive with such disclosure concerning this Agreement as may be required by law or as the Company may deem appropriate.

  • Public Statements and Disclosure The initial press releases concerning this Agreement will be reasonably acceptable to Parent and the Company. Thereafter, prior to the termination of this Agreement pursuant to Section 8.1, the Company (other than with respect to the portion of any communication relating to a Company Board Recommendation Change), on the one hand, and Parent and Merger Sub, on the other hand, will consult with the other Parties before (a) participating in any media interviews; (b) engaging in any meetings or calls with analysts, institutional investors or other similar Persons; or (c) providing any statements that are public or are reasonably likely to become public, in each case to the extent relating to this Agreement, the Transactions or the other Parties. Notwithstanding the foregoing or anything to the contrary in the Confidentiality Agreement, (i) the Company will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; (B) principally directed to employees of the Company and its Subsidiaries so long as such communications are consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party), or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change; and (ii) Parent or Merger Sub will not be obligated to engage in such consultation with respect to communications that are (A) required by applicable Law; or (B) principally directed at any of its Affiliates and its and their Affiliates, Representatives, investors or other Persons in the ordinary course of business, in each case who are subject to customary confidentiality restrictions or are otherwise consistent in all material respects with the previous press releases, public disclosures or public statements made jointly by the Parties (or individually if approved by the other Party); or (C) solely to the extent related to a Superior Proposal or Company Board Recommendation Change.

  • Use and Disclosure All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party’s prior consent. However, each party may disclose relevant aspects of the other party’s Confidential Information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, the party ensures that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 11.

  • Publicity and Disclosure Except as may be required by federal securities laws, no press release or public disclosure, either written or oral, of the transactions contemplated by this Agreement, shall be made by Buyer hereto without the prior approval of Seller.

  • Press Releases and Disclosure The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

  • Permitted Use and Disclosures Each Party hereto may use or disclose Information disclosed to it by the other Party to the extent such use or disclosure: (i) is reasonably necessary in complying with Applicable Laws or otherwise submitting information to tax or other governmental authorities, (ii) is provided by the receiving Party to Third Parties, on a strictly as-needed basis, for consulting services, conducting Preclinical or Clinical Development, CMC/Process Development, Manufacturing, external testing, market research, or otherwise exercising its rights or performing its obligations hereunder; provided, that such Third Parties are obligated to maintain the confidentiality of such other Party’s Information as set forth herein for the benefit of such other Party for a period of at least the term of the agreement with such Third Party and for a period of *** thereafter; (iii) is included in submissions by the receiving Party to Governmental Authorities to facilitate the issuance of approvals for NDAs and NDA Equivalents for the Product, provided that reasonable measures shall be taken to assure confidential treatment of such Information; or (iv) is to Third Parties in connection with a receiving Party’s efforts to secure financing or enter into strategic partnerships, provided such Information is disclosed only on a need-to-know basis and under confidentiality provisions at least as stringent as those in this Agreement. Additionally, Bayer may disclose to Mitsui any Information received from Licensee hereunder; provided, that such disclosure is reasonably considered by Bayer to be necessary to comply with the terms and conditions of the Patent License Agreement; and further provided, that Mitsui is obligated to maintain the confidentiality of Licensee’s Information as set forth herein for the benefit of Licensee. Notwithstanding the foregoing, if a receiving Party is required to make any such disclosure of the disclosing Party’s confidential Information, other than pursuant to a confidentiality agreement, the receiving Party will give reasonable advance notice to the disclosing Party of such disclosure and, save to the extent inappropriate in the case of patent applications, will use its reasonable efforts to secure confidential treatment of such Information prior to its disclosure (whether through protective orders or otherwise).

  • Confidentiality and Disclosure The Local Manager and the Investment Adviser undertake to keep private and confidential all information acquired in connection with this Agreement, and not to disclose such information to any person except to the extent that:

  • Preservation and Disclosure of Lists The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders contained in the most recent list furnished to it as provided in Section 5.01 or maintained by the Trustee in its capacity as Note Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.

  • Fund Disclosure Documents The Adviser has reviewed and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Commission and any marketing material of a Fund (collectively the “Disclosure Documents”) and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

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