Transaction Materials Sample Clauses

Transaction Materials. (i) for prior review and comment by the holders’ legal counsel and the Financial Advisor, copies of any proposed written reports, summaries and other materials to be provided to the holders pursuant to Section 7.1(m)(i) above; (ii) promptly, and in a timely manner, updates with respect to the sale and recapitalization process, including the identity of any Potential Transaction Counterparties and details of any written proposals received (which identities shall not be shared with the holders and which other information may only be shared with the holders on a summary basis); and (iii) promptly upon and in any event within 3 Business Days of any Obsidian Party’s receipt of the same (but subject to the terms of the proviso below) true and complete copies of each: (i) non-binding letter of intent for the purchase of property and assets of the Obsidian Parties; (ii) indicative non-binding term sheet in respect of financing commitments for debt and/or equity financing in favor of the Obsidian Parties; (iii) definitive purchase and sale agreement for property and assets of the Obsidian Parties; and (iv) financing commitment for debt and/or equity financing in favor of the Obsidian Parties, provided that, if any Person delivering to one or more of the Obsidian Parties any non-binding letter of intent or non-binding term sheet pursuant to clause (i) or (ii) above has conditioned or otherwise restricted delivery of the same, or pursuant to the provisions of the same, there is a restriction or other prohibition that it may not be distributed to the holders’ legal counsel and the Financial Advisor or that its distribution is otherwise restricted or prohibited such that it cannot be distributed to the holders’ legal counsel and the Financial Advisor (including, for certainty, any information relating to the identity of Potential Transaction Counterparties and the details of bids) such that the Company cannot satisfy the foregoing provisions of this Section 7.1(p), then the Company shall promptly, and in any event within 5 Business Days of any Obsidian Party’s receipt of the same, give written notice of such conditions, restrictions and/or prohibitions to the holders, the holders’ legal counsel and the Financial Advisor and deliver to the holders’ legal counsel and the Financial Advisor a summary summarizing in detail as much information regarding the same as possible and, thereafter, the Company shall use commercially reasonable efforts to obtain the consent of the pe...
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Transaction Materials. None of the Company and its subsidiaries has or will distribute prior to the later of (i) the Settlement Date (as defined below) and (ii) completion of the Transactions, any offering material (including, without limitation, content on its website, if any, that may be deemed to be offering material) in connection with the Transactions other than the Pricing Disclosure Package and other materials, if any, permitted by the Securities Act, including, but not limited to, any documents incorporated by reference therein (the “Incorporated Documents”).
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Transaction Materials. 32 6.21 Notice of Additional Indebtedness; Alternative Interim Financing...............................32 ARTICLE VII
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Transaction Materials. Seller covenants and agrees that any disclosure statement, proxy solicitation submitted to its Members pursuant to Section 6.3 or other documents submitted by Purchaser to any other Person in connection with the Contemplated Transactions (collectively, the "Seller Transaction Materials") will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the statements made therein, not misleading. Purchaser and Seller each acknowledge agree that Purchaser has not assumed and shall have absolutely no Liability of any kind whatsoever, including any Liability to Seller or any other Person, arising from or relating to the Seller Transaction Materials.
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Related to Transaction Materials

  • Construction materials (1) The restrictions of section 1605 of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) (Recovery Act) do not apply to Recovery Act designated country manufactured construction material. The restrictions of the Buy American statute do not apply to designated country unmanufactured construction material. Consistent with U.S. obligations under international agreements, this clause implements--

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • Solicitation Materials Neither the Company nor any Person acting on the Company's behalf has solicited any offer to buy or sell the Securities by means of any form of general solicitation or advertising.

  • Transaction Information The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary to enable the Trust or its designated agent to perform such compliance testing on the Funds and the Adviser’s services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its own responsibilities under this Agreement.

  • Background Data The Disclosing Party's Background Data, if any, will be identified in a separate technical document.

  • Product Information EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of all Royalty Term(s) in the EISAI Territory, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 9.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 9.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 12, this Section 9.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 9.1 and 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 9.1 and this Section 9.2.

  • Regulatory Materials (a) On a Program-by-Program basis, commencing on the Effective Date until the Regulatory Transfer Date, Prothena shall have the right, in consultation with Celgene, to prepare, file and maintain all Regulatory Materials (including any Regulatory Approvals) necessary for the Development and Manufacture of any Collaboration Candidates and Collaboration Products for such Program (collectively, the “Program Regulatory Materials”), and to interact with Regulatory Authorities in connection with the Development and Manufacture of any Collaboration Candidates and Collaboration Products for such Program. Prothena will provide Celgene with a reasonable opportunity to comment substantively on all material Regulatory Materials prior to filing or taking material action, and will reasonably and in good faith consider any comments and actions recommended by Celgene, including with respect to filing strategy. In addition, Prothena will allow Celgene or its representative to attend any and all meetings with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority. (b) If Celgene exercises its Phase 1 Portion Participation Right for a given Program, then immediately after such exercise, Prothena shall initiate the transfer of all Program Regulatory Materials, including for clarity any IND for the relevant Collaboration Candidates and/or Collaboration Products that are the subject of such Program to Celgene. The date on which such Program Regulatory Materials are transferred to Celgene shall be the “Regulatory Transfer Date” for such Program. Thereafter, Celgene shall have the right, in consultation with Prothena, to prepare, file, and maintain such Program Regulatory Materials, and to interact with Regulatory Authorities in connection with the Development and, as applicable, Manufacture of such Collaboration Candidates and Collaboration Products for such Program in accordance with the terms and conditions of Section 2.5. Additionally, with respect to any Phase 1 Clinical Trial conducted by Celgene pursuant to Section 2.5, Celgene will provide Prothena with a reasonable opportunity to comment substantively on all material Program Regulatory Materials prior to filing or taking material action, and will reasonably and in good faith consider any comments and actions recommended by Prothena, including with respect to filing strategy. In addition, with respect to any Phase 1 Clinical Trial conducted by Celgene pursuant to Section 2.5, Celgene will allow Prothena or its representative to attend any and all meetings with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority. For clarity, if the Regulatory Transfer Date does not occur prior to the expiration of the Option Term for such Program, Section 2.6.1(a) (and not this Section 2.6.1(b)) shall apply.

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.

  • Proprietary Materials Each of the Parties shall own its own intellectual property including without limitation all trade secrets, know-how, proprietary data, documents, and written materials in any format. Any materials created exclusively by IPS for the School shall be owned by IPS, and any materials created exclusively by Operator for the School shall be Operator’s proprietary material. The Parties acknowledge and agree that neither has any intellectual property interest or claims in the other Party’s proprietary materials. Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be jointly owned by the Parties and may be used by the individual Party as may be agreed upon by both Parties from time to time.

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