Securities Act Disclosure Clause Samples

Securities Act Disclosure. Vendor covenants and agrees to provide Purchaser, its personnel and advisors (including, without limitation, any auditors, accountants, legal, engineering and environmental advisors engaged by Purchaser) such information and to make available such of Vendor's personnel as may be reasonably required by Purchaser to satisfy the disclosure obligations of Purchaser relating to the Assets and now or hereafter arising under any national instrument or local securities commission rule.

Securities Act Disclosure. (a) Vendor agrees that it shall have provided or shall provide to Purchaser, either prior to or concurrently with execution of this Agreement, such assistance and information as Purchaser may reasonably request in connection with the preparation of the Purchaser Disclosure Documents (as defined below). Without limiting the generality of the foregoing, Vendor shall promptly furnish to Purchaser all information concerning it and the Assets as may be required by the Purchaser: (i) for inclusion in a short form prospectus to be filed with Securities Regulatory Authorities in connection with an offering of securities of Purchaser; (ii) for inclusion in a business acquisition report to be prepared in connection with the Transaction; (iii) to prepare such disclosure required in accordance with Applicable Securities Laws, which the Purchaser may deem necessary or advisable, and which may include: (A) audited operating statements for the Assets for the year ended December 31, 2015, complete with an unqualified auditor's report thereon and notes thereto; (B) unaudited operating statements for the Assets for the year ended December 31, 2014 and for the nine (9) months ended September 30, 2016; (C) pro forma operating statements for the Assets for the year ended December 31, 2015 and for the nine (9) months ended September 30, 2016 ("Pro Forma Statements"); and (D) an independent engineering evaluation prepared by the Purchaser's independent qualified reserves evaluator evaluating the oil, natural gas liquids and natural gas reserves attributable to the Assets prepared in accordance with Applicable Securities Laws, which evaluation contains the estimated reserves and future net revenues attributable to the Assets, the material assumptions used in preparing such estimates, and the estimated oil and gas production volumes from the Assets for the first year reflected in such estimates, ((A), (B), (C) and (D) are collectively referred to as the "Purchaser Disclosure Documents"). (b) Purchaser shall indemnify and save harmless Vendor and its Related Parties from and against: (i) any and all Claims by Third Parties (including Persons who are existing or future shareholders of Purchaser) under Applicable Securities Laws or similar laws of other jurisdictions; and (ii) any and all Liabilities and Losses that result from such Claims to which Vendor or any of its Related Parties may be subject or which Vendor or any of its Related Parties may suffer, whether under the provision...

Securities Act Disclosure. At any time within 4 years from the Closing Date (but not thereafter), should Purchaser require an audited operating or financial statement with respect to the Assets for a period during which the Assets were owned by Vendor, Vendor shall provide access to the records of Vendor relevant to preparation of such an operating or financial statement during such period. Such access shall be provided by Vendor to an independent auditing firm selected by Purchaser subject to the entering into by the auditing firm of a confidentiality agreement reasonably required by Vendor. Vendor shall not be required to provide direct access to Vendor’s records to Purchaser or any employees, consultants or other representatives of Purchaser. If the independent auditors require the assistance of Vendor’s personnel to find, collect or interpret the necessary information from Vendor’s records, Vendor shall cause such assistance to be provided and Purchaser shall pay reasonable hourly costs to Vendor as compensation for the time devoted by such personnel.

Securities Act Disclosure. At any time prior to Closing and for a period of six months following the Closing Date, Vendor covenants and agrees to provide Purchaser, its personnel and advisors (including, without limitation, any auditors, accountants, legal, engineering and environmental advisors engaged by Purchaser) such information and to make available such of Vendor’s personnel as may be reasonably required by Purchaser to satisfy the disclosure obligations of Purchaser relating to the Assets and now or hereafter arising under any national instrument or applicable securities commission rule. If Purchaser requires the assistance of Vendor’s personnel to find or collect, or to assist in the interpretation of, the necessary information from Vendor’s records, Vendor shall cause such assistance to be provided on a timely basis and Purchaser shall pay reasonable hourly fees to Vendor as compensation for the time devoted by such personnel. Vendor consents to the use of the information solely for the purpose contemplated herein, provided that Vendor hereby disclaims (and Purchaser agrees that Vendor shall not have) any liability to Purchaser or any Third Party for the accuracy and completeness of any information provided pursuant hereto, nor for the failure of any information so provided to satisfy any such disclosure obligations of Purchaser.