SPECIFIC DISCLOSURE Clause Samples
The Specific Disclosure clause requires one party to provide particular information or documents to the other party, often in the context of legal proceedings or due diligence. This clause typically outlines the exact nature of the information to be disclosed, the timeframe for disclosure, and any conditions or limitations on access. By mandating the sharing of specified information, the clause ensures transparency and helps prevent disputes arising from withheld or undisclosed material facts.
SPECIFIC DISCLOSURE. We write to disclose the following and the paragraph numbers used below correspond to the representations and warranties as set out in Schedule 2 to the Agreement:
Paragraphs 1.1 and 2.3 The following documents cannot be found in the company kit of the Company or located by the Vendor or are incomplete. As such, no representation and warranty will be made on these missing or incomplete documents :-
1. Original corporate documents from the date of incorporation to the year of 1987;
2. Original transfer documents (including instrument of transfer and bought and sold notes) in respect of the transfer of 1 share from ▇▇▇▇▇ ▇▇▇▇ Sing Yeh to Shun Kin Enterprises Limited on 20th February 1987;
3. Original cancelled share certificate in the names of ▇▇▇▇▇ ▇▇▇▇ Sing Yeh and Shun Kin Enterprises Limited;
4. Original Application for 42,300 shares made on 24th February 1987 - 8 sets;
5. Original share certificates in respect of the allotment made on 24th February 1987;
6. Original transfer documents (including instrument of transfer and bought and sold notes) in respect of the transfer of 5,000 shares from Mr. Basil ▇.
SPECIFIC DISCLOSURE. By joint agreement, the parties, through their counsel, may agree to any specific disclosure of CONFIDENTIAL INFORMATION in a particular circumstance without prejudice to the continued application of this Confidentiality Order regarding other uses of that CONFIDENTIAL INFORMATION.
SPECIFIC DISCLOSURE. Appendix A to this Disclosure Schedule sets out specific disclosures made in relation to the Vendor Warranties. The section numbers in Appendix A correspond to the section numbers of the Vendor Warranties and the disclosures in any section or subsection of Appendix A shall qualify other sections and subsections to which the relevance of such item is reasonably apparent on its face, notwithstanding the omission of a reference or cross reference thereto.
SPECIFIC DISCLOSURE. Disclosure of any matter in a Disclosure Schedule corresponding to a particular Warranty shall, should the existence of such matter or its contents be relevant, as reasonably apparent on its face, to any other Warranty, be deemed to be disclosed for that other Warranty whether or not an explicit cross reference appears.
SPECIFIC DISCLOSURE. Notwithstanding any provision to the contrary in this Agreement or in any other Transaction Document, for purposes of determining the indemnification rights of any Buyer Indemnitee under this Agreement with respect to the matters comprising the disclosure set forth in paragraphs (a)(8) of Section 3.08 and (a)(2) of Section 3.16 of the Disclosure Schedules, such matters shall not be deemed to be disclosed for purposes of, or to modify, any of Sellers’ other representations or warranties under this Agreement, including, without limitation, the representations and warranties provided by Sellers pursuant to Section 3.06 and Section 3.08(b). Further, for purposes of determining the indemnification rights of any Buyer Indemnitee under this Agreement with respect to the matters comprising the disclosure set forth in paragraph (d) of Section 3.18 of the Disclosure Schedules, such matters shall not be deemed to be disclosed for purposes of, or to modify, any of the representations and warranties provided by Sellers pursuant to Section 3.18(e).