Updated Disclosures Sample Clauses

Updated Disclosures. As to the Subsequent Closings, the Company must have delivered to the Purchasers an updated set of schedules in accordance with Section 5.1.1 and such updated schedules do not reveal any information or the occurrence, since the Initial Closing Date, of any effect, event, condition or circumstance, which individually, or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect and do not include any state of facts that occur as a result of the breach by the Company of any of its obligations under this Agreement or any of the other Transaction Documents.
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Updated Disclosures. From the date hereof until the Closing Date, Parent shall disclose to the Company in writing promptly upon discovery thereof: (i) (in the form of updated Schedules) any material variances from the representations and warranties contained in ARTICLE 5 (the “Parent Updated Disclosures”); (ii) if the employment of any key employee, or group of employees, of Parent or its Subsidiaries is terminated for any reason, whether by Parent or by such key employee, or group of employees; (iii) of any written notice or other communication from any third party relating to a default or event which, with notice or lapse of time or both, would become a default, received subsequent to the date of this Agreement, under any Parent Material Contract to which Parent or any Subsidiary is a party or is subject; or (iv) of any written notice or other communication from any Person alleging that the consent of such Person is or may be required with respect to a Parent Material Contract in connection with the transactions contemplated by this Agreement; provided, that, such disclosure shall not limit or otherwise affect the remedies available hereunder to Seller or the Company, or the representations or warranties contained in ARTICLE 5, or the conditions to the obligation of Seller or the Company to consummate the transactions contemplated by this Agreement, except with respect to any Parent Updated Disclosures that disclose underlying events that occurred or circumstances that arose exclusively between the day after the date of this Agreement and the Closing which are delivered to the Company in no event later than three (3) Business Days prior to the Closing (a “Parent Qualifying Updated Disclosure”), which Parent Qualifying Updated Disclosure will be treated as included in Parent’s disclosure schedules solely for the purpose of determining whether an indemnification obligation exists under ARTICLE 9, but such Parent Qualifying Updated Disclosure will not be treated as though it had been included in Parent’s disclosure schedules for the determination of whether the conditions set forth in ARTICLE 2 have been satisfied; provided, however, if Seller and the Company decide to consummate the Merger after receiving a Parent Qualifying Updated Disclosure, the conditions set forth in ARTICLE 2 shall be deemed to have been satisfied.
Sample 1
Updated Disclosures. The Company may, from time to time during the twenty (20) days after the date of this Agreement, by notice in accordance with this Agreement, (a) supplement or amend any Section of the Disclosure Schedule to correct any representation and warranty herein contained that was not true when made, or (b) otherwise correct any such representation and warranty (any such supplementation or amendment or correction being referred to as an “Updated Disclosure”). The Company shall promptly provide to Buyer any information or documentation reasonably requested by Buyer in order to evaluate the Updated Disclosure; provided that if any Updated Disclosure or any such information or documentation is delivered to Buyer within ten (10) Business Days of the scheduled Closing Date or the Termination Date, at Buyer’s option the Closing Date and the Termination Date may be extended for a period up to ten (10) Business Days after the date of such delivery to afford Buyer an opportunity to review such information. After receiving the Updated Disclosure, to the extent that the conditions set forth in Section 7.1(a) would not be satisfied without giving effect to such Updated Disclosure (together with all prior Updated Disclosures since the date of this Agreement), Buyer will have up to the Closing Date and the Termination Date (or the extended Closing Date and Termination Date, as the case may be) to terminate this Agreement by providing written notice to the Company. If the Closing occurs, any such Updated Disclosure shall be effective to cure and correct for all purposes any incorrectness or breach of any representation or warranty (whether or not material) which would have existed by reason of the Company’s not having made such Updated Disclosure. Subject to the immediately preceding sentence, the Disclosure Schedule, as so updated from time to time, shall constitute the definitive Disclosure Schedule for purposes of this Agreement.
Sample 1
Updated Disclosures. (a) During the Interim Period, the Company shall disclose to Parent in writing promptly upon discovery thereof (the “Updated Disclosures”) (a) (in the form of updated Schedules) of any material variances from the representations and warranties contained in Article III, or (b) of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. At any time during the Interim Period, the Company may deliver Updated Disclosures, provided, if such Updated Disclosures (i) are delivered to Parent at least three (3) Business Days prior to the Closing, (ii) were not required to be disclosed to make the representations and warranties in Article III true and correct in all material respects as of the date of this Agreement, and (iii) disclose underlying events that occurred and circumstances that arose exclusively between the date of this Agreement and the Closing (any disclosure meeting the requirements of clauses (i), (ii) and (iii), a “Qualifying Updated Disclosure”), then such Qualifying Updated Disclosure(s) shall amend and supplement the representations and warranties in Article III as of the Closing Date for purposes of indemnification under Article X hereunder but not for purposes of determining whether the conditions set forth in Section 7.2(a) have been satisfied. (b) During the Interim Period, the Company shall promptly deliver to Parent copies of the monthly consolidated financial statements of the Company and its Subsidiaries as they are finalized, but in no event later than the tenth (10th) Business Day following the last date of such month. For the avoidance of doubt, the Company provides no representations or warranties with respect to such consolidated financial statements.
Sample 1
Updated Disclosures. As to any Subsequent Closing, the Company must have delivered to the Purchasers an updated set of schedules in accordance with Section 3 and such updated schedules do not reveal any information or the occurrence, since the Initial Closing Date, of any effect, event, condition or circumstance, which individually, or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect and do not include any state of facts that occur as a result of the breach by the Company of any of its obligations under this Agreement or any of the other Transaction Documents.
Sample 1
Updated Disclosures. Receipt by Purchaser of each of the updated schedules and electronic lists and files required to be delivered to Purchaser pursuant to the terms of this Agreement, which updated schedules and electronic lists and files shall reflect information consistent with that previously presented to Purchaser and which does not result in a Material Adverse Effect with respect to the Assets considered as a whole.
Sample 1
Updated Disclosures. (a) From the Effective Date until the Closing Date, the Seller Parties shall disclose to Buyer in writing promptly upon discovery thereof: (i) (in the form of updated Schedules) any material variances from the representations and warranties contained in ARTICLE 4 or ARTICLE 5 (as applicable); (ii) if the employment of any key employee, or key group of employees, of Target or the Transferred Partnerships is terminated for any reason, whether by Target or by such key employee, or key group of employees; (iii) of any written notice from any third party relating to a default or event which, with notice or lapse of time or both, would become a default, received subsequent to the Effective Date, under any Material Contract to which Target or any of the Transferred Partnerships is a party or is subject; or (iv) of any written notice from any Person alleging that the consent of such Person is or may be required with respect to a Material Contract in connection with the transactions contemplated in this Agreement; provided that such disclosure shall not limit or otherwise affect the remedies available hereunder to Buyer, or the representations or warranties contained in ARTICLE 4, or the conditions to the obligation of Buyer to consummate the transactions contemplated in this Agreement. (b) From the Effective Date until the Closing Date, Holdings shall promptly deliver to Buyer copies of the monthly consolidated financial statements of the Business as they are finalized, but in no event later than the twentieth (20th) day following the last date of such month (the “Interim Financial Statements”).
Sample 1
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Related to Updated Disclosures

  • Required Disclosures If Dell is required by a government body or court of law to disclose any Customer Content, Dell will provide You with notice and a copy of the demand as soon as practicable, unless prohibited by applicable law. Dell will take reasonable steps at Your expense to contest any required disclosure if requested by You.

  • Permitted Disclosures Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

  • Permitted Disclosure A Party (the “Receiving Party”) may disclose relevant aspects of the Confidential Information of the other Party (the “Disclosing Party”) to the officers, directors, employees, professional advisors (including accountants and insurers), Affiliates, contractors and other agents of the Receiving Party (including, with respect to BNY Mellon, entities that perform Indirect Activities) to the extent such disclosure is necessary for the current or future performance of the Receiving Party’s obligations to the Disclosing Party (or as otherwise permitted under the Agreement); provided that the Receiving Party causes such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under the Agreement. In addition, (1) subject to Section 12.07, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with Law (provided that to the extent permissible by Law, the Receiving Party provides the Disclosing Party with prior notice of such disclosure and works with the Disclosing Party to resist or limit the scope of such disclosure and further provided that the Receiving Party limits such disclosure to the information or records required to satisfy the request or inquiry and to the entity (or entities) to whom such disclosure is required to be made), (2) each Party may disclose Confidential Information of the other Party to Governmental Authorities having jurisdiction over such Party, subject to Section 12.03, (3) Voya may disclose Confidential Information of BNY Mellon relating to the Services to the Voya Funds and their external auditors in connection with a response by Voya to requests for information, proposal or due diligence from Voya Fund Investors or Voya Auditors, provided that (a) no such BNY Mellon Confidential Information may be provided to Voya Fund Investors (or such Voya Fund Investors’ representatives or designees) and (b) any such Voya Fund or third party receiving such Confidential Information of BNY Mellon shall be subject to confidentiality obligations that are no less restrictive than those set forth in the Agreement, and (4) BNY Mellon may disclose the Confidential Information of Voya and the Voya Funds to (a) BNY Mellon Affiliates, (b) BNY Mellon Agents, and (c) other third parties (to the extent instructed by Voya), in each case, to the extent necessary to provide the Services.

  • Required Disclosure The ISO shall treat any Confidential Information it receives from the NTO in accordance with applicable provisions of the ISO Tariffs. If the NTO receives Confidential Information from the ISO, it shall hold such information in confidence, employing at least the same standard of care to protect the Confidential Information obtained from the ISO as it employs to protect its own Confidential Information. Each Party shall not disclose the other Party’s Confidential Information to any third party or to the public without prior written authorization of the Party providing the information; provided, however, if the ISO is required by applicable law, or in the course of administrative or judicial proceedings, or subpoena, to disclose information that is otherwise required to be maintained in confidence pursuant to this Section, the ISO will do so in accordance with applicable provisions of the ISO Tariffs. And if the NTO is required by applicable law, or in the course of administrative or judicial proceedings, or subpoena, to disclose information that is otherwise required to be maintained in confidence pursuant to this Section, the NTO may make disclosure of such information; provided, however, that as soon as the NTO learns of the disclosure requirement and prior to making such disclosure, the NTO shall notify the ISO of the requirement and the terms thereof and the ISO may, at its sole discretion and cost, assert any challenge to or defense against the disclosure requirement and the NTO shall cooperate with the ISO to the maximum extent practicable to minimize the disclosure of the information consistent with applicable law. Each Party shall cooperate with the Other Party to obtain proprietary or confidential treatment of such information by the person to whom such information is disclosed prior to any such disclosure.

  • Limited Disclosure Enanta and Xxxxxx each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

  • Protected Disclosures The Executive understands that nothing contained in this Agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. The Executive also understands that nothing in this Agreement limits the Executive’s ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive’s job responsibilities require or allow access to such information.

  • Authorized Disclosures The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

  • Compelled Disclosures If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3 of these General Terms; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

  • Lead Disclosure If the property was built before 1978, the landlord must disclose whether or not there are known lead-based paint or lead-based paint hazards on the property. A “Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards” is included at the end of this agreement for your reference. Step 21 – Enter Notices Information 30.

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

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