No Other Material Information Clause Samples

No Other Material Information. No representation or warranty by Seller or Parent in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the representations and warranties contained herein not misleading. The phrase “to the Knowledge of Seller or Parent” as used in this Agreement means the actual knowledge of ▇. ▇. ▇▇▇▇▇ III, ▇▇▇▇▇▇▇ (Jace) Day, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇; provided, however, that knowledge shall not be imputed for this purpose to any such individual by virtue of such individual’s duties or responsibilities on behalf of Seller or Parent. The words “material”, “materially”, and any other derivations thereof as used in this Article 2 mean and include, but without limitation, that (i) the agreement, document or instrument in question, (ii) the occurrence or nonoccurrence of the fact, event, matter, thing or other circumstance in question, (iii) the breach of the representation, warranty or covenant in question, or (iv) the information in question, as the case may be, will have, or may reasonably be anticipated to have, an effect, individually of $25,000 or more, or in the aggregate across all such matters of $100,000 or more, on the operations or conduct of the Business or upon the Assets.
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No Other Material Information. Such Selling Shareholder has reviewed the General Disclosure Package and does not know of any material information concerning the Company or any of its Controlled Entities which is not disclosed in the General Disclosure Package.
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No Other Material Information. As at the date of this Agreement, Abano is not aware of any material circumstance which has not been disclosed in the Due Diligence Materials and which might reasonably be expected materially and adversely to affect the financial position, business, assets, prospects or profitability of any member of the Abano Group or the value of the Shares, or which might otherwise reasonably be expected to be material to a purchaser of the Shares.
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No Other Material Information. This Target’s Statement is required to include all the information that ROC Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Offer, but:
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No Other Material Information. As at the date of this Agreement, the Company is not aware of any material circumstance which has not been disclosed in the Due Diligence Material which the Company, acting in good faith, considers would be material to a purchaser of the Shares who is a participant in the New Zealand electricity generation industry. 1. The Company will ensure that the NZ Windfarms Information: (a) is prepared in good faith and on the understanding that each of the Meridian Indemnified Persons will rely on that information for the purposes of considering and approving the Meridian Information in the Scheme Booklet; (b) complies with all applicable laws and the NZX Listing Rules; and (c) in the form and context in which it appears in the Scheme Booklet, is true and correct in all material respects and is not misleading or deceptive, including by omission, as at the date the Scheme Booklet is sent to Shareholders. 2. The Company will provide to Meridian all new material information of which it becomes aware after the Scheme Booklet has been sent to Shareholders and before the date of the Scheme Meeting which is necessary to ensure that the NZ Windfarms Information, in the form and context in which it appears in the version of the Scheme Booklet sent to Shareholders, is not misleading or deceptive, including by omission. This clause is not intended to limit any continuous disclosure obligations. 3. All information provided by or on behalf of the Company to the Independent Adviser will be provided in good faith (including by having regard to material risks, opportunities and adverse circumstances), and on the understanding that the Independent Adviser will rely upon that information for the purpose of preparing the Independent Adviser's Report for inclusion in the Scheme Booklet, will be true and correct in all material respects and will not be misleading or deceptive, including by omission.
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Related to No Other Material Information

  • Material Information As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case may be, the sale of the Shares by such Selling Stockholder is not and will not be prompted by any material information concerning the Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

  • Full information You must give us any information we reasonably require for the purposes of this contract. The information must be correct, and you must not mislead or deceive us in relation to any information provided to us.

  • Information The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

  • Disclosure of Material Information The Company covenants and agrees that neither it nor any other person acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

  • Other Material Species or products not listed in A2, upon written approval of Contracting Officer under B3.41. B2.2 Utilization and Removal of Included Timber. “Utilization Standards” for trees and minimum pieces are stated in A2. To meet minimum tree specifications, trees must equal or exceed tree diameters listed in A2 and con- tain at least one minimum piece. Except for timber re- quired or authorized to be left, Purchaser shall fell and buck such trees and shall remove from Sale Area and present for Scaling all pieces that: