Matters disclosed Clause Samples

Matters disclosed. The Seller shall not be liable for any Claim if and to the extent that the fact, matter, event or circumstance giving rise to such Claim is fairly disclosed in the Disclosure Letter. For this purpose 'fairly disclosed' means any fact, matter, event or circumstance that was disclosed in a reasonably clear and understandable form so as to allow the Purchaser and its advisors to understand the nature and scope of the fact, matter, event or circumstance so disclosed and the significance of such fact, matter, event or circumstance for the Company, its business or assets.

Matters disclosed. 9.1 The Seller shall not be liable for any Relevant Claim for breach of the Warranties if and to the extent that the fact, matter event or circumstance giving rise to such Relevant Claim: 9.1.1 is disclosed, allowed, provided or reserved in the FY2004 Audited Accounts; or 9.1.2 is reflected, provided for or otherwise taken into account in the Completion Statement. ACTION PENDING COMPLETION 1. Each Target Group Company shall operate its business in the ordinary and usual course, in the same manner and scope as conducted as at the date of this Agreement; 2. the Buyer and its agents will, subject to the Buyer’s obligation of confidentiality set out in clause 22 of this Agreement, upon reasonable notice during normal business hours, be allowed access to the employees and premises of each Target Group and shall also be allowed access to, and to take copies of, the books and records of each Target Group Company including, without limitation, the statutory books, minute books, leases, licenses, contracts entered into by any Business Seller, details of receivables, Intellectual Property, tax records, supplier lists and customer lists in the possession or control of any Target Group Company provided that such access is confined to information that is reasonably necessary to plan for integration after Completion and that such information (together with all copies thereof) are returned to the Seller promptly in the event Completion does not take place; 3. each Target Group Company shall take all reasonable steps to preserve its property and assets and will not cancel or amend any Business Insurance Policy; 4. each Target Group Company shall take all reasonable steps to preserve the validity of its Intellectual Property; 5. save as Disclosed to the Buyer in the 2005 business plan for the Seller’s Group, each Target Group Company will not make any change in the existing nature, scope or organisation of its business; 6. each Target Group Company will not acquire an interest in a corporate body or merge or consolidate with a corporate body or any other person, enter into any demerger transaction or participate in any other type of corporate reconstruction; 7. save as Disclosed, each Target Group Company will not declare, pay or make a dividend or distribution; 8. each Target Group Company will not, save in connection with the release of the Security upon the repayment of the Debt Amount to the Lenders on Completion, create, or agree to create or amend, an Encumbrance ove...

Matters disclosed. None of the Principal Shareholders shall be liable in respect of any claim under the Warranties and/or representations in Section 7 to the extent that the matter or matters giving rise to such claim are fully and fairly disclosed in the Schedules to this Agreement.

Matters disclosed. The Sellers shall not be liable for any Claim for breach of the Warranties if and to the extent that the fact, matter, event or circumstance giving rise to such Claim is Disclosed.

Matters disclosed. 9.1 Neither Seller shall be liable in respect of any Warranty Claim if and to the extent that the fact, matter, event or circumstance giving rise to such Warranty Claim is fairly disclosed pursuant to: (a) a provision of this Agreement or any of the Other Transaction Documents; (b) the Information Memorandum headed “ABB L▇▇▇▇▇ Global” issued by Credit Suisse and dated March 2007; or (c) the Sellers’ Disclosure Letter.

Matters disclosed. The Warranties are qualified by: (a) provisions set out in this Agreement; (b) any specific disclosures set out in the Disclosure Letter; and (c) public information that is available to Valspar by way of a search conducted on or prior to the date of this Agreement against any of the Group Companies incorporated in Hong Kong at the Hong Kong Companies Registry, Hong Kong Trademark Registry and Hong Kong High Court searches.

Matters disclosed. BG shall not be liable for any General Warranty Claim for breach of the General Warranties if and to the extent that: (a) the fact, matter, event or circumstance giving rise to such General Warranty Claim is fairly disclosed by this Agreement, any other Transaction Document, the Data Room or the Disclosure Letter; or (b) all of the following apply: (i) the fact, matter, event or circumstance which is the subject matter of the General Warranty Claim occurs or arises after the date of this Agreement, other than as result of or in connection with a breach of clauses 5 (No Leakage Covenant) and/or 6 (Pre-Closing Undertakings); (ii) the existence or likely occurrence of the relevant fact, matter, event or circumstance was not known by BG at the date of this Agreement; (iii) such relevant fact, matter, event or circumstance is fairly disclosed in the Closing Disclosure Letter; and (iv) the fact, matter, event or circumstances which is the subject letter of the General Warranty Claim does not, and could not be reasonably .expected to, cause or give rise to a General Warranty Claim or series of General Warranty Claims which, when aggregated with any other General Warranty Claims caused by or arising from facts, matters, events or circumstances falling within sub-paragraphs (i) to (iii) above exceed US$40 million. For the avoidance of doubt, any fact, matter, event or circumstance referred to in the Closing Disclosure Letter which does not fall within all of sub-paragraphs (i) to (iv) above shall be deemed for all purposes not to have been disclosed against the General Warranties and the disclosure of such fact, matter, event or circumstance shall not in any way reduce the liability of BG to the Purchaser.

Matters disclosed. ‌ (a) No knowledge of the Buyer relating to any Group Company (actual, constructive or imputed) prevents or limits a claim made by the Buyer for breach of Warranties. (b) The Seller hereby acknowledges that the Buyer is entering into this Agreement in reliance on each Seller’s Warranty, which has also been a representation and with the intention of inducing the Buyer to enter into this Agreement. (c) The Seller, to the extent it is within its knowledge, shall inform the Buyer in writing within three (3) Business Days with full details of any fact, matter, event or circumstance which is likely to give rise to a breach of any of the Seller’s Warranties. (d) Notwithstanding any other provision to the contrary in this Agreement, the Seller and the Buyer acknowledge and agree that any disclosure which the Seller has provided or may provide after the date of this Agreement shall not in any way prevent or limit a claim which may be made by the Buyer for breach of the Seller’s Warranties.

Matters disclosed. The Management Warrantors shall not be liable for any Claim if and to the extent that the fact, matter, event or circumstance giving rise to such Claim: (a) is specifically disclosed or accrued, provided or reserved for in the Accounts, the Locked Box Accounts, the Management Accounts or other accounts of the Target Companies provided in the Data Room; or (b) is fairly disclosed by this Deed, any other Transaction Document, the Disclosure Letter or any document in the Data Room.