Information and Disclosure. 8.1 In entering into the Agreement with you and providing the Services to you, we will come into possession of information pertaining to you. Insofar as it is permissible in law, and save for your banking details, we will hold that information as our own and will be entitled to disclose it to such third parties as we deem appropriate.
Information and Disclosure. 29.1 The Security Owner must provide all information and documents which the Sponsor reasonably requires to:
Information and Disclosure. The Seller does not have any knowledge of any fact or circumstance that has specific application to the Seller or the Agila Business that has a Material Adverse Effect that has not been set out in this Agreement, the Transaction Documents or the Schedules.
Information and Disclosure. All information with respect to such Selling Stockholder provided by such Selling Stockholder to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (with respect to each Selling Stockholder, the “Selling Stockholder Information”) complied and will comply with all applicable provisions of the Securities Act; the Registration Statement, as it relates to such Selling Stockholder, did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Information and Disclosure. Neither this Agreement or the Schedules attached hereto nor any other documents, certificates or instruments furnished to PCLP by or on behalf of ASI, Dongsheng or the ASI Shareholders in connection with the transactions contemplated by this Agreement (collectively, the “Disclosure Documents”) contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made herein or therein, in the light of the circumstances under which they were made herein or therein, not false or misleading, including without limitation, the balance sheets, statements of changes of stockholders’ equity and statements of cash flows of Dongsheng contained in the Business Plan dated August 2006 attached hereto as Exhibit 2.5 (the “Financial Statements”).
Information and Disclosure. (i) Each FM Shareholder acknowledges receipt of this Agreement, the Executive Summary, the Risk Factors set forth in Exhibit A, YCNG’s Annual Report on Form 10-K for the year ended June 30, 2010 and the interim report on Form 10-Q for the period ended September 30, 2010 (the “Due Diligence Material”) and all information he/she/it has requested from FM that it considers necessary or appropriate for deciding whether to acquire the Exchange Shares, including, but not limited to, information meeting the requirements of Rule 502(b) of Regulation D under the Securities Act. Each FM Shareholder has had an opportunity to ask questions and receive answers from YCNG regarding the terms of the Exchange Shares and to obtain any additional information necessary to verify the accuracy of the information given to him or her including but not limited to YCNG and its business and to obtain any additional information, to the extent possessed by the YCNG (or to the extent it could have been acquired by YCNG without unreasonable effort or expense) necessary to verify the accuracy of the information received by such FM Shareholder. In connection therewith, each FM Shareholder acknowledges that such FM Shareholder has had the opportunity to discuss YCNG’s business, management and financial affairs with YCNG’s management or any person acting on its behalf. Each FM Shareholder has received and reviewed an executive summary of the YCNG (the “Executive Summary”), and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, each FM Shareholder has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that it desires with respect to each of YCNG’s business, management, financial affairs and prospects. In determining whether to make this investment, each FM Shareholder has relied solely on such FM Shareholder’s own knowledge and understanding of YCNG and its business based upon such FM Shareholder’s own due diligence investigations and the information furnished pursuant to this Section 4.6(f). Each FM Shareholder understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 4.6(f) and such FM Shareholder has not relied on any other representations or information.
Information and Disclosure. The conduct of this engagement is in accordance with the professional standards, rules and ethical requirements of generally accepted accounting practices. Information we obtain in the course of this engagement is subject to confidentiality requirements, in addition to our obligations under the Privacy Act 1993. We will not disclose that information to other parties, without your express consent, except as required by law or professional obligations.
Information and Disclosure. All information with respect to the Selling Shareholder provided by the Selling Shareholder to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Selling Shareholder Information”) complied and will comply with all applicable provisions of the Securities Act; the Registration Statement, as it relates to the Selling Shareholder, did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Information and Disclosure. No representation or warranty of the Seller in this Agreement, and no statement made by the Seller in the Seller Disclosure Schedule or any certificate, instrument or other document delivered by or on behalf of the Seller pursuant to this Agreement, contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary to make the statements contained herein or therein, when read together and in light of the circumstances in which they were made, not misleading. The Seller does not have any Knowledge of any fact or circumstance that has specific application to the Seller or the Business that could have a Material Adverse Effect that has not been set forth in this Agreement or the Seller Disclosure Schedule.
Information and Disclosure. During the term of this Engagement Letter, you agree to use commercially reasonable efforts to provide (or procure the provision of) reasonably promptly to the Managers all material information with respect to each of the Engagement Parties, their respective subsidiaries and (subject to the terms of the Acquisition Documents and any confidentiality, legal or regulatory restrictions related to the Acquisition (including the provisions of the Takeover Code or any guidance or practice statements issued by the Takeover Panel in connection therewith) or the supply of such information) the transactions contemplated hereby, including all reasonably available financial information and projections (the “Projections”), as the Managers reasonably deems necessary in connection with any Permanent Financing, including information to be included in a prospectus, private placement memorandum, offering circular or other disclosure document and customary for an offering of securities pursuant to Rule 144A/Regulation S under the U.S. Securities Act. You agree, and agree to cause each other Engagement Party to agree, to the extent reasonably necessary to supplement the Information and the Projections from time to time and to advise the Managers during the period of the engagement of any developments materially affecting (1) the Engagement Parties or their respective subsidiaries or (2) the material accuracy of the Information and Projections previously furnished to the Managers or prospective purchasers of securities pursuant to the transactions contemplated hereby. You acknowledge, and agree to cause each other Engagement Party to acknowledge, that each Manager may share with any of its respective affiliates, and such affiliates may share with such Manager (in each case, subject to any confidentiality agreements applicable thereto), any information related to the Engagement Parties or their affiliates (including information relating to creditworthiness), or the financing of the Secured Bridge Facility.
