Disclosure Record Clause Samples
The Disclosure Record clause defines the formal documentation of all information disclosed by one party to another during the course of a transaction or agreement. Typically, this clause outlines the process for recording, organizing, and referencing disclosures, such as confidential information or material facts, often by attaching a schedule or appendix to the contract. Its core practical function is to ensure transparency and provide a clear, accessible record of what has been shared, thereby reducing the risk of disputes over what information was disclosed and when.
Disclosure Record. As of their respective dates, the documents comprising the Disclosure Record were timely filed and complied in all material respects with the requirements of the Applicable Securities Laws. The Disclosure Record includes all of the documents and reports that the Purchaser was required to file under Applicable Securities Laws. As of the time filed on SEDAR (or, if amended or suspended by a filing prior to the Execution Date, then on the date of such filing) none of the Disclosure Record contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Disclosure Record. (a) Since the Applicable Date, the Company has filed or furnished on a timely basis with the applicable Canadian Securities Regulators and the SEC all material documents required to be filed by the Company with such Canadian Securities Regulators and the SEC, as applicable.
(b) The Company has not otherwise completed any “significant acquisition” or “significant disposition,” nor, as of the date hereof, are there any “probable acquisitions” (as such terms are used in NI 44-101 and Form 44-101F1) that would require the filing of a business acquisition report.
(c) Each of the documents filed or furnished as part of the Disclosure Record since the Applicable Date and prior to the execution and delivery of this Agreement, at the time of its filing or being furnished, or with respect to any circular filed, on the date of the applicable meeting (or, if amended or supplemented, as of the date of the last such amendment or supplement), complied in all material respects with applicable securities Laws. Each of the documents filed or furnished as part of the Disclosure Record since October 10, 2018 and prior to the execution and delivery of this Agreement has complied in all material respects with the guidance set out in Staff Notice 51-357 of the Canadian Securities Administrators.
(d) No documents filed or furnished with Canadian Securities Regulators as part of the Disclosure Record since the Applicable Date and prior to the execution and delivery of this Agreement contains any Misrepresentation. The Company has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings (including redacted filings) filed to or furnished with, as applicable, any Canadian Securities Regulator or the SEC. To the Knowledge of the Company, there are no outstanding or unresolved comments in comments letters from any Canadian Securities Regulator or the SEC with respect to any part of the Disclosure Record and neither the Company nor any part of the Disclosure Record is the subject of an ongoing audit, review, comment or investigation by any Canadian Securities Regulator, the SEC, TSX or Nasdaq.
Disclosure Record. (i) The Disclosure Record contains no misrepresentation (as such term is defined in Applicable Securities legislation) except as may have been corrected by subsequent disclosure, and (ii) the Disclosure Record conforms in all material respects to Applicable Securities Legislation at the time such documents were filed on SEDAR.
Disclosure Record. The Target and the Target Vendors have had the ability to review the Disclosure Record.
Disclosure Record. (a) The Purchaser has timely filed with or furnished to, as applicable, the SEC all reports, schedules, forms, statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since November 14, 2024. As of their respective dates, the documents comprising the Disclosure Record complied in all material respects with the requirements of Applicable Securities Laws and have been timely filed or furnished in material compliance with Applicable Securities Laws. As of the time filed on SEDAR+ or ▇▇▇▇▇, as applicable, (or, if amended or suspended by a filing prior to the Execution Date, then on the date of such filing) none of the Disclosure Record contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(b) The Purchaser is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended, and the applicable listing and corporate governance rules and regulations of Nasdaq.
(c) As of the date hereof, there are no material outstanding or unresolved comments received from the SEC with respect to any document forming part of the Disclosure Record and, to the knowledge of the Purchaser, none of the documents comprising the Disclosure Record (including the financial statements included therein) is subject to ongoing SEC review.
Disclosure Record. The Company has filed all forms, reports, documents and information required to be filed or furnished by it, whether pursuant to the Acts, the 1933 Act, the 1934 Act or otherwise, with the Exchanges, the Commissions or the SEC (the “Disclosure Documents”). As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) and the ▇▇▇▇▇ (Electronic Data Gathering Analysis and Retrieval) system (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of applicable securities laws; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
Disclosure Record. The Acquiror has filed with all applicable securities regulatory authorities and the TSX and the NYSE Amex true and complete copies of the Acquiror Disclosure Documents that the Acquiror is required to file therewith. The Acquiror Disclosure Documents at the time filed: (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) complied in all material respects with the requirements of applicable securities Laws. The Acquiror has not filed any confidential material change report with the Autorité des marchés financiers du Québec or any other securities authority or regulator which at the date hereof remains confidential.
Disclosure Record. All statements and information included in the Disclosure Record are true and accurate.
Disclosure Record. The Parent is a "reporting issuer" or the equivalent thereof in all of the provinces and territories of Canada and is not on the list of reporting issuers in default under applicable Canadian securities Laws. No securities authority has issued any order which is currently outstanding preventing or suspending trading in the Common Shares, no such proceeding is pending or, to the knowledge of the Parent, threatened. The Parent is required to file periodic reports pursuant to Section I3(a) or Section 15(d) of the Exchange Act and pursuant to applicable Canadian securities Laws. As of the date of this Agreement, the items in the Parent's Public Disclosure Record do not, and, as of their respective dates did not include, any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement the Parent is current with its filing obligations under applicable securities Laws. The Parent has not filed any confidential material change report or other document with any applicable securities authorities or any other applicable Governmental Entities which remains confidential as of the date of this Agreement.
Disclosure Record. Borrower is a “reporting issuer” in the Provinces of British Columbia, Alberta and Ontario and is not on the list of reporting issuers in default under applicable Canadian Securities Laws. Borrower is required to file periodic reports pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (as amended) and pursuant to applicable Canadian Securities Laws. The items in Borrower’s Public Disclosure Record do not, and, as of their respective dates did not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Borrower is current with its filing obligations under applicable Securities Laws. Borrower has not filed any confidential material change report with any Securities Authority which remains confidential as of the date of this Note.