Data Room Disclosure Clause Samples

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Data Room Disclosure. In the absence of any fraud, dishonesty or wilful concealment on the part of the Seller or any of its representatives, agents or advisers, the Warranties are qualified by reference to those matters fairly Disclosed. No matter shall be deemed fairly Disclosed unless it is accurately, unambiguously, expressly and explicitly contained in the Data Room, in a manner not misleading, which enables the Purchaser or its advisers to assess the impact of such matter on the relevant Warranty. Except to the extent that matters are fairly Disclosed, the Purchaser shall not be prevented from making any Claim, and the amount recoverable by the Purchaser shall not be reduced, because relevant facts, matters or circumstances were known to, or could have been discovered by, the Purchaser, its advisers or agents, or any of its or their respective directors, officers or employees, on or before the date of this Agreement.
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Data Room Disclosure. To the Seller’s Knowledge, the Seller has not failed to disclose to the Purchaser any fact material to the Company in the Data Room.
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Data Room Disclosure. With respect to a breach of any Seller’s Representation and Warranty or Shareholders’ Representation and Warranty, no Third Party Claim or Other Claim may be initiated against the Seller or the Shareholders if that breach arises out of facts, circumstances or events clearly and fairly disclosed in the Data Room Documents, provided that the information has been provided in sufficient detail and with sufficient clarity and visibility to enable Purchaser, assuming the application of reasonable and customary standards of diligence, to understand the nature and scope of the fact, matter or circumstance so disclosed (the facts, circumstances or events so disclosed shall be deemed has having been “Disclosed” for the purposes of this agreement).
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Data Room Disclosure. Barrick has all right, title and authority to disclose all information provided by Barrick to Purchaser in the Data Room in respect of the Purchased Royalties, the Purchased Royalty Agreements and tenures relating to the Purchased Royalties and the Purchased Royalty Agreements.
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Data Room Disclosure. With respect to a breach of any Sellers’ Representation and Warranty, no Third Party Claim or Other Claim may be initiated against the Sellers if that breach arises out of facts, circumstances or events clearly and fairly disclosed in the Data Room Documents, provided that the information has been provided in sufficient detail and with sufficient clarity and visibility to enable Purchaser, assuming the application of reasonable and customary standards of diligence, to understand the nature and scope of the fact, matter or circumstance so disclosed (the facts, circumstances or events so disclosed shall be deemed has having been “Disclosed” for the purposes of this agreement).
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Related to Data Room Disclosure

  • 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.

  • 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.

  • 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.

  • Confidentiality of Listing Information Verizon shall accord Reconex Listing Information the same level of confidentiality that Verizon accords its own listing information, and shall use such Listing Information solely for the purpose of providing directory-related services; provided, however, that should Verizon elect to do so, it may use or license Reconex Listing Information for directory publishing, direct marketing, or any other purpose for which Verizon uses or licenses its own listing information, so long as Reconex Customers are not separately identified as such; and provided further that Reconex may identify those of its Customers who request that their names not be sold for direct marketing purposes, and Verizon shall honor such requests to the same extent it does so for its own Customers. Verizon shall not be obligated to compensate Reconex for Verizon’s use or licensing of Reconex Listing Information.

  • 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.