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.
POPULAR SAMPLE Copied 1 times
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.
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.
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.
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.
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
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.