No Duty of Disclosure Sample Clauses

No Duty of Disclosure. Stockholder acknowledges and agrees that Company shall have no duty or obligation to affirmatively disclose to the Stockholder, and the Stockholder shall have no right to be advised of, any material information regarding the Company at any time prior to, upon or in connection with the Company’s repurchase of the Stock from the Stockholder under paragraphs 3, 4, 5 and 6 above.
Sample 1
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No Duty of Disclosure. Notwithstanding the issue of the Tender Documents and any other information provided by the State Health Agency prior to the date of this Implementation Support Contract, the ISA hereby acknowledges that it does not rely on and has not been induced to enter into this Implementation Support Contract or to provide the Covers or to assess the Fee for providing the Covers on the basis of any statements, warranties, representations, covenants, undertakings, indemnities or other statements whatsoever and acknowledges that none of the State Health Agency or any of its agents, officers, employees or advisors or any of the enrolled Beneficiary Family Units have given or will give any such warranties, representations, covenants, undertakings, indemnities or other statements. Prior to commencement of each Policy Cover Period for any State, the State Health Agency or NHA undertake to prepare or cause a third party to prepare the Beneficiary Database as correctly as possible. The ISA acknowledges that, notwithstanding such efforts being made by the State Health Agency, the information in the Beneficiary Database may not be accurate or correct and that the Beneficiary Database may contain errors or mistakes. Accordingly, the ISA acknowledges that the State Health Agency makes no warranties, representations, covenants, undertakings, indemnities or other statements regarding the accuracy or correctness of the Beneficiary Database that will be provided by it to the ISA. The ISA represents, warrants and undertakes that it has completed its own due diligence and is relying on its own judgment in assessing the risks and responsibilities that it will be undertaking by entering into this Implementation Support Contract and in providing the Covers to the enrolled Beneficiary Family Units and in assessing the adequacy of the Fee for providing the Covers for the Beneficiary Family Units. Based on the acknowledgements of the ISA in this Clause, the ISA: acknowledges and confirms that the State Health Agency has made no and will make no material disclosures to the ISA; acknowledges and confirms that the State Health Agency shall not be liable to the ISA for any misrepresentation or untrue, misleading, incomplete or inaccurate statements made by the State Health Agency or any of its agents, officers, employees or advisors at any time, whether made wilfully, negligently, fraudulently or in good faith; and hereby releases and waives all rights or entitlements that it has or may have to...
Sample 1
No Duty of Disclosure a. Notwithstanding the issue of the Tender Documents and any other information provided by the National Health Authority prior to the date of this Implementation Support Contract, the ISA hereby acknowledges that it does not rely on and has not been induced to enter into this Implementation Support Contract or to provide the Covers or to assess the Fee for providing the Covers on the basis of any statements, warranties, representations, covenants, undertakings, indemnities or other statements whatsoever and acknowledges that none of the National Health Authority or any of its agents, officers, employees or advisors or any of the enrolled beneficiaries have given or will give any such warranties, representations, covenants, undertakings, indemnities or other statements.
Sample 1
No Duty of Disclosure. I am presently informed as to the financial condition of each Borrower and as to all other facts and circumstances which bear on the risk that any Borrower or any other guarantor or person liable for payment of the Debt might not pay the Debt. I promise that I will continue to keep myself informed as to the financial condition of each Borrower, the financial condition of other guarantors, if any, and all other circumstances which bear on the risk of nonpayment. I waive any right I may have to require you to disclose any information which you may now have or hereafter acquire concerning the financial condition of any Borrower, the financial condition of other guarantors and/or circumstances bearing upon the risk of nonpayment, including, but not limited to, your release of any other guarantor or any other guarantor’s revocation of, or disavowal of liability under, this or any other guaranty of the Debt or any part thereof.
Sample 1
No Duty of Disclosure a. The TPA hereby acknowledges that it does not rely on and has not been induced to enter into SLA on the basis of any statements, warranties, representations, covenants, undertakings, indemnities or other statements whatsoever and acknowledges that none of the OICL or any of its agents, officers, employees or advisors or any of the enrolled Beneficiary Family Units have given or will give any such warranties, representations, covenants, undertakings, indemnities or other statements.
Sample 1

Related to No Duty of Disclosure

  • No Disclosure Provider acknowledges and agrees that it shall not make any re-disclosure of any Student Data or any portion thereof, including without limitation, user content or other non-public information and/or personally identifiable information contained in the Student Data other than as directed or permitted by the LEA or this DPA. This prohibition against disclosure shall not apply to aggregate summaries of De-Identified information, Student Data disclosed pursuant to a lawfully issued subpoena or other legal process, or to subprocessors performing services on behalf of the Provider pursuant to this DPA. Provider will not Sell Student Data to any third party.

  • Duty of Confidentiality Licensee will protect the TCK as Oracle Confidential Information protected under this Section 6.0. A party receiving Confidential Information may not: (i) disclose Confidential Information to any third party, except that such party may exchange comments or questions concerning its use or the results of using the TCK, including relevant excerpts of the TCK, provided such TCK excerpts are inherently part of such results, but not the non-relevant portions of the TCK itself, or (ii) use Confidential Information except for the purpose of developing and testing Products. The receiving party will protect the confidentiality of Confidential Information to the same degree of care, but no less than reasonable care, as such party uses to protect its own Confidential Information. Obligations regarding Confidential Information will expire three (3) years from the date of receipt of the Confidential Information, except for source code, which will be protected by Licensee in perpetuity.

  • Duty of Confidence Subject to the other provisions of this Article 10:

  • Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

  • 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.

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Accuracy of Disclosure The Company represents and warrants to each Holder and agrees for the benefit of each Holder that (i) the Preference Registration Statements and any amendment thereto will 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 contained therein not misleading; and (ii) each of the Prospectuses furnished to such Holder for delivery in connection with the exercise of Preference Warrants or in connection with the sale of Preference Warrant Shares, as the case may be, and the documents incorporated by reference therein will 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 contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall have no liability under clause (i) or (ii) of this Section 2.1(c) with respect to any such untrue statement or omission made in a Preference Registration Statement in reliance upon and in conformity with information furnished to the Company by or on behalf of the Holders specifically for inclusion therein.

  • Certain Disclosures A Controlled Affiliate shall make adequate disclosure in contracting with third parties and in disseminating public statements of 1) the structure of the Blue Cross and Blue Shield System; and 2) the independent nature of every licensee; and 3) the Controlled Affiliate's financial condition.

  • Information Disclosure We will disclose information to third parties about your account or the transactions you make: (1) when it is necessary for completing transactions, or (2) in order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant, or (3) in order to comply with government agency or court orders, or (4) if you give us your written permission.

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