Proper Disclosure Clause Samples

The Proper Disclosure clause requires parties to fully and accurately share all relevant information that could affect the agreement or the other party’s decision-making. In practice, this means each party must proactively provide material facts, such as financial data, legal issues, or potential conflicts of interest, before and during the contractual relationship. By mandating transparency, this clause helps prevent misunderstandings, reduces the risk of disputes, and ensures that both parties can make informed decisions based on complete and truthful information.
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Proper Disclosure. The parties hereto agree to disclose the terms of this Section 5 to any third party involved in an offer to purchase shares property of such party.
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Proper Disclosure. To GISA’s Knowledge, since October 31, 2004 there is no material financial information that GISA is required to publicly disclose under applicable securities laws and regulations and which GISA has not publicly disclosed.
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Proper Disclosure. Each Shareholder undertakes to promptly notify the other Shareholder, during the term of this Agreement, with respect to any occurrence which may, at the reasonable discretion of such Shareholder, prevent and/or jeopardize the ability of such Shareholder to perform its respective obligations under this Agreement, when they become due, or effect the validity and/or accuracy of any representation made by such Shareholder under this Agreement. In any event, such notice shall be provided no later than within 48 hours following any such occurrence.
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Proper Disclosure. Client shall take the necessary actions to ensure that only accurate, complete versions of the Product and analyses developed by AMRPA under this Agreement are used by the Client or disclosed by the Client to others. In the event that Client attributes any conclusions to AMRPA or its subcontractors, AMRPA and its subcontractors reserve the right to disclose the Product as necessary to correct or clarify such attribution. Client shall be solely responsible for any disclosure of the Product which may be required by law. 5.1 AMRPA warrants that the Product will be prepared by qualified personnel in a workmanlike manner. Client acknowledges and agrees that the Product and any related services may require use of data or information compiled from third party sources that AMRPA does not control and whose information has not been independently investigated or verified by AMRPA. Client shall rely solely on its business judgment in drawing conclusions from, and making recommendations and taking actions based on, the Product, derivative data, and related services provided pursuant to this Agreement. 5.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS,” AND AMRPA AND ITS SUBCONTRACTORS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ABOUT THE ACCURACY, SECURITY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ITS PRODUCTS OR SERVICES OR OTHERWISE ARISING FROM COURSE OF PERFORMANCE OR USAGE OF TRADE. NEITHER AMRPA NOR ITS SUBCONTRACTORS WARRANT THAT THE PRODUCTS, SERVICES, OR UNDERLYING DATA, INCLUDING THE COMPONENTS THEREOF, PROVIDED UNDER THIS AGREEMENT WILL BE ERROR FREE, COMPLETE, OR ACCURATE, OR THAT CERTAIN RESULTS MAY BE OBTAINED FROM THE USE THEREOF, AND ACTIONS TAKEN IN RELIANCE THEREON ARE AT CLIENT’S SOLE RISK.
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Proper Disclosure. Disclosure of Confidential Information shall not be precluded hereby if such disclosure is: (i) made in response to a valid order of a court of competent jurisdiction or other Governmental Authority of the United States or any political subdivision thereof of competent jurisdiction having supervisory jurisdiction over Receiving Party, or during the course of a supervisory or regulatory examination; or (ii) otherwise required by Law, in the opinion of legal counsel to the Receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to RLSH, which shall be provided to RLSH at least forty- eight
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Proper Disclosure. Disclosure of Confidential Information shall not be precluded hereby if such disclosure is: (i) made in response to a valid order of a court of competent jurisdiction or other Governmental Authority of the United States or any political subdivision thereof of competent jurisdiction having supervisory jurisdiction over Receiving Party, or during the course of a supervisory or regulatory examination; or (ii) otherwise required by Law, in the opinion of legal counsel to the Receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the PHT, which shall be provided to the PHT at least forty- eight (48) hours prior to Receiving Party's disclosure of Confidential Information pursuant to this Section 3.
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Related to Proper Disclosure

  • Other Disclosures The Contractor must notify Huron Valley Schools Administrator within 30 days of: (i) becoming aware that a change in the Contractor's ownership or officers has occurred or is certain to occur; or (ii) any changes to company affiliations.

  • Data Disclosure Under Minnesota Statute § 270C.65, Subdivision 3 and other applicable law, the Contractor consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state laws which could result in action requiring the Contractor to file state tax returns, pay delinquent state tax liabilities, if any, or pay other state liabilities.

  • ADV Disclosure The Adviser has provided the Trust with a copy of its Form ADV as most recently filed with the Commission and will, promptly after filing any amendment to its Form ADV with the Commission, furnish a copy of such amendments to the Trust. The information contained in the Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

  • NEPOTISM DISCLOSURE A. In this section the term “relative” means: (1) a person's great grandparent, grandparent, parent, aunt or uncle, sibling, niece or nephew, spouse, child, grandchild, or great grandchild, or (2) the grandparent, parent, sibling, child, or grandchild of the person’s spouse. B. A notification required by this section shall be submitted in writing to the person designated to receive official notices under this contract and by first-class mail addressed to Contract Services, Texas Department of Transportation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇. The notice shall specify the Engineer's firm name, the name of the person who submitted the notification, the contract number, the district, division, or office of TxDOT that is principally responsible for the contract, the name of the relevant Engineer employee, the expected role of the Engineer employee on the project, the name of the TxDOT employee who is a relative of the Engineer employee, the title of the TxDOT employee, the work location of the TxDOT employee, and the nature of the relationship. C. By executing this contract, the Engineer is certifying that the Engineer does not have any knowledge that any of its employees or of any employees of a subcontractor who are expected to work under this contract have a relative that is employed by TxDOT unless the Engineer has notified TxDOT of each instance as required by subsection (b). D. If the Engineer learns at any time that any of its employees or that any of the employees of a subcontractor who are performing work under this contract have a relative who is employed by TxDOT, the Engineer shall notify TxDOT under subsection (b) of each instance within thirty days of obtaining that knowledge. E. If the Engineer violates this section, TxDOT may terminate the contract immediately for cause, may impose any sanction permitted by law, and may pursue any other remedy permitted by law.

  • Disclosure Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does 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. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit 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 and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.