Disclosure and Information Sample Clauses
The Disclosure and Information clause establishes the obligations of parties to share relevant information with each other during the course of their agreement. Typically, this clause outlines what types of information must be disclosed, the manner and timing of such disclosures, and any limitations or exceptions, such as protecting confidential or proprietary data. Its core practical function is to ensure transparency and facilitate informed decision-making, thereby reducing the risk of misunderstandings or disputes arising from withheld or incomplete information.
Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, the Related Entity or any Key Employee and no statement contained in the Disclosure Schedule, any certificates delivered pursuant hereto or the Management Accounts delivered pursuant to this Agreement or such monthly management accounts for the Company and the Related Entity for each month in 2004 from April 1, 2004 up to and including the most recently completed month prior to the Closing, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.
(b) To the best knowledge of the Sellers, there are no facts or circumstances that could adversely affect the Shares, the Company the Related Entity, any Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company or the Related Entity which have not been fully and properly disclosed to the Purchaser.
(c) The Constitution, minute books and other similar records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date contain true and all material record, of actions taken at meetings and by written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company and the Related Entity. The share transfer ledgers and other similar records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the share capital of the Company and the registered capital of the Related Entity. Except as those maintained by the Company's registration agent or the relevant Government and Regulatory Authorities.
Disclosure and Information. (a) No representation or warranty contained in this Agreement and given by, or on behalf of, any Seller and no statement contained in the Disclosure Schedule or in any certificate, list or other writing furnished to the Purchaser pursuant to any provision of this Agreement (including, without limitation, the Company’s Financial Statements), contains any untrue statement or omits to state a fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading in any material respect. The facts set out in the Disclosure Schedule are true and accurate in all material respects.
(i) So far as the Sellers are aware, having made due and proper enquiries, there are no material facts or circumstances relating to the Equity Interest, the Company, any of the Assets or the financial position, operations, profitability or prospects of the Company which have not been disclosed to the Purchaser in writing prior to the Closing. (ii) Save as disclosed to the Purchaser in writing prior to the Closing, there are no facts or circumstances other than those affecting all companies in the same or similar business to a similar extent which might reasonably be expected adversely to affect the financial position, operations, profitability or prospects of the Company in any material respects.
(c) All information given in writing (whether in document, email, spreadsheet or other form) in relation to the Company, any Seller, (including, without limitation, any director, or Key Employee) to the Purchaser in the course of negotiations leading to this Agreement and Closing is true and correct in all material respects.
Disclosure and Information. The Borrower hereby gives consent to the Bank to disclose information and data relating to the Borrower,Loan or any credit Loan availed of by the Borrower, obligations assumed by the Borrower in relation thereto and default, if any, committed by the Borrower in discharge thereof to statutory agencies including but not limited to RBI, Income Tax Authorities, credit bureau, credit rating agencies, (if facilities are rated) other banks, financial institutions or any other government or regulatory authorities, statutory authorities, quasi-judicial authorities. The Borrower hereby further agrees as a pre-condition of the Loan given to the Borrower by the Bank that, in case the Borrower commits default in the repayment of the Loan or in the repayment of Interest or Commission thereon or any of the agreed instalment of the Loan on due date(s), the Bank and/or the RBI will have an unqualified right to disclose or publish the Borrower’s name or the name of its director/s or partner/s or the name/s of the guarantor/s as defaulter/s in such manner and through such medium as the Bank or RBI as may be required under Applicable Law. The Bank may disclose to a potential assignee or to any person who has entered or may enter into contractual relations with the Bank in relation to this Agreement or otherwise, such information about the Borrower, as the Bank may deem appropriate.
Disclosure and Information. (a) No representation or warranty contained in this Agreement or in any other Transaction Document and given by, or on behalf of, any Seller, the Company, or the Related Entity and no statement contained in the Disclosure Schedule, contains any material misstatement or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.
(b) To the best knowledge of the Seller, there are no material facts or circumstances that could adversely affect the Equity Interest, the Company, the Related Entity, or the Seller (as it relates to the Company), any of the Assets or the condition (financial or otherwise), operations, profitability or prospects of the Company or the Related Entity as a whole which have not been fully and properly disclosed to the Purchaser.
(c) The Constitution, minute books and other similar records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date contain true and all material record, of actions taken at meetings and by written consents in lieu of meetings of the shareholders, the boards of directors and committees of the boards of directors of the Company and the Related Entity. The records of the Company and the Related Entity as made available to the Purchaser prior to the Effective Date accurately reflect all record transfers prior to such date in the registered capital of the Company and the Related Entity, except as those maintained by the Company’s registration agent or the relevant Government and Regulatory Authorities.
Disclosure and Information. 21 3.22 Absence of Changes.............................................. 21 3.23
Disclosure and Information. 1.1 The information set out in Schedules 1 and 2 is true and accurate.
Disclosure and Information. (a) No representation or warranty contained in this Agreement and given by, or on behalf of, the Seller or in any certificate, list or other writing furnished to the Purchaser pursuant to any provision of this Agreement contains any untrue statement or omits to state a fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading in any material respect.
(i) So far as the Seller is aware, having made due and proper enquiries, there are no material facts or circumstances relating to the Equity Interest, the Companies, any of the Assets or the financial position, operations, profitability or prospects of the Companies which have not been disclosed to the Purchaser in writing prior to the Closing. (ii) Save as disclosed to the Purchaser in writing prior to the Closing, there are no facts or circumstances other than those affecting all companies in the same or similar business to a similar extent which might reasonably be expected adversely to affect the financial position, operations, profitability or prospects of the Companies in any material respects.
(c) All information given in writing (whether in document, email, spreadsheet or other form) in relation to the Companies, the Seller, (including, without limitation, any director, or Key Employee) to the Purchaser in the course of negotiations leading to this Agreement and Closing is true and correct in all material respects.
Disclosure and Information. Except for the representations and warranties contained in this Article 3 (including the related portions of the Disclosure Schedules), none of Seller, the Group Companies or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller or the Group Companies. To Seller’s Knowledge, all information, documents or material made available to Purchaser in the Data Room are materially accurate; provided that no representation and warranty is made with respect to any projections or forecasts.
Disclosure and Information. The Seller shall not be liable for any Claim (other than an Indemnity Claim or a Tax Covenant Claim or a General Warranty Claim in respect of the General Warranty in paragraph 22.7 of schedule 2) if, but only to the extent that, the matter or thing giving rise to such Claim has been Fairly Disclosed.
Disclosure and Information. The Guarantor agrees and permits the Bank to disclose any information relating to the Guarantor to: