Previously Disclosed Information Clause Samples

Previously Disclosed Information. As used in this Agreement, “Previously Disclosed” shall mean the disclosure of information by 1st Financial to AB&T, or by AB&T to 1st Financial, in a letter delivered by the disclosing party or parties to the other parties prior to the date hereof, specifically referring to this Agreement, and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed Previously Disclosed for the purpose of a given Paragraph, Subparagraph or item of this Agreement only to the extent that a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.
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Previously Disclosed Information. As used in this Agreement, “Previously Disclosed” shall mean the disclosure of information by Bancorp to Mutual, or by Mutual to Bancorp, in a letter delivered by the disclosing party or parties to the other parties prior to the date hereof, specifically referring to this Agreement, and arranged in sections corresponding to the Sections, Subsections and items of this Agreement applicable thereto. Information shall be deemed Previously Disclosed for the purpose of a given Section, Subsection or item of this Agreement only to the extent that a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.
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Previously Disclosed Information. As used in this Agreement, "Previously Disclosed" shall mean the disclosure of information by CNB to MFC, or by MFC to CNB, in either case as of June 1, 2002, in a letter delivered by the disclosing party to the other party prior to the date hereof, specifically referring to this Agreement, and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed Previously Disclosed for the purpose of a given Paragraph, Subparagraph or item of this Agreement only to the extent that a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.
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Previously Disclosed Information. As used in this Agreement, "Previously Disclosed" shall mean the disclosure of information by Yadkin to Main Street and Piedmont, or by Main Street and Piedmont to Yadkin, in a letter delivered by the disclosing party or parties to the other parties prior to the date hereof, specifically referring to this Agreement, and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed Previously Disclosed for the purpose of a given Paragraph, Subparagraph or item of this Agreement only to the extent that a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.
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Previously Disclosed Information. As used in this Agreement, “Previously Disclosed to FCB” and “Previously Disclosed to PCCC” shall mean the disclosure of information by PCCC and PCB to FCB, or by FCB to PCCC, respectively, as of September 30, 2004, or as of such other date as is specified herein, in a letter delivered by the disclosing party(ies) to the other(s) at least three business days prior to the date hereof. In either case, such letter shall specifically refer to this Agreement and be arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto.
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Previously Disclosed Information. Prior to the date hereof, the Respective Party has delivered to the other Party certain information and materials (hereinafter referred to as “Previously Disclosed Information”) in connection with the Merger and/or in response to a due diligence checklist jointly developed by the Parties and their counsel. All Previously Disclosed Information is to the Knowledge of the Respective Party true and correct copies of originals, and all information and materials Previously Disclosed Information are or were, to the Knowledge of the Respective Party, true, correct and complete in all material respects as of the respective dates on which the same were provided or disclosed to the other Party. Through the Effective Date, there has been no material change in any of the Previously Disclosed Information.
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Previously Disclosed Information. As used in this Agreement, -------------------------------- "Previously Disclosed" shall mean the disclosure of information by Yadkin to HC Financial and High Country, or by HC Financial and High Country to Yadkin, in a letter delivered by the disclosing party or parties to the other parties prior to the date hereof, specifically referring to this Agreement, and arranged in paragraphs corresponding to the Paragraphs, Subparagraphs and items of this Agreement applicable thereto. Information shall be deemed Previously Disclosed for the purpose of a given Paragraph, Subparagraph or item of this Agreement only to the extent that a specific reference thereto is made in connection with disclosure of such information at the time of such delivery.
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Previously Disclosed Information. 44 10.14. Best Knowledge................................................................................ 45 10.15. Inspection.................................................................................... 45 EXHIBIT A - Plan of Merger................................................................................. A-1 EXHIBIT B - Description of MFC Series B Preferred Stock.................................................... B-1 EXHIBIT C - Form of Affiliates Agreement................................................................... C-1 EXHIBIT D - Form of Employment Agreement................................................................... D-1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER By and Between CARDINAL BANKSHARES CORPORATION and MOUNTAINBANK FINANCIAL CORPORATION THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement") is entered into as of the 20th day of June, 2002, by and between CARDINAL BANKSHARES CORPORATION ("Cardinal") and MOUNTAINBANK FINANCIAL CORPORATION ("MFC").
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Previously Disclosed Information. 44 10.13. Best Knowledge.................................................................. 44 10.14. Inspection...................................................................... 44 AGREEMENT AND PLAN OF REORGANIZATION AND MERGER BY AND BETWEEN FIRST SAVINGS FINANCIAL CORP. AND FIRST CITIZENS BANCSHARES, INC. THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER (the "Agreement") is entered into as of the 2nd day of March, 1997, by and between FIRST SAVINGS FINANCIAL CORP. ("First Savings") and FIRST CITIZENS BANCSHARES, INC. ("BancShares") and which will be joined in by FCB ACQUISITION CORP. ("Acquisition").
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Related to Previously Disclosed Information

  • Disclosure Documents (a) The information with respect to Parent and any of its subsidiaries that Parent furnishes to the Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (i) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to stockholders of the Company and at the time such stockholders vote on adoption of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof. (b) The Offer Documents, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the 1934 Act and, at the time of the filing thereof, at the time of any distribution or dissemination thereof and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, provided that this representation and warranty will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Merger Subsidiary in writing by the Company specifically for use therein.

  • Disclosure Letter (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. (b) In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.

  • Disclosure Letters (a) Prior to the execution and delivery of this Agreement, each party has delivered to the other party a letter (its “Disclosure Letter”) setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party’s representations or warranties contained in Section 3.3 or to one or more of its covenants or agreements contained in Articles 4 or 5; provided, that (i) no such item is required to be set forth in a party’s Disclosure Letter as an exception to any representation or warranty of such party if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 3.2, and (ii) the mere inclusion of an item in a party’s Disclosure Letter as an exception to a representation or warranty shall not be deemed an admission by that party that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect (as defined herein) with respect to such party. (b) Any disclosures made with respect to a subsection of Section 3.3 shall be deemed to qualify (i) any subsections of Section 3.3 specifically referenced or cross-referenced and (ii) other subsections of Section 3.3 to the extent it is reasonably apparent (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure (A) applies to such other subsections and (B) contains sufficient detail to enable a reasonable person to recognize the relevance of such disclosure to such other subsections.

  • Disclosure Schedule (i) The Company may, from time to time, update the Disclosure Schedule as may be required to satisfy the conditions set forth in Section 7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i) as of a specific Purchase Condition Satisfaction Time). For purposes of this Section 6.16, any disclosure made in a schedule to the Compliance Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 6.16 shall cure any breach of a representation or warranty of the Company contained in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto. (ii) Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

  • Company Disclosure Schedule Article 3.............................................10