Examples of Specified Matter in a sentence
Prior to the Closing, Seller shall (a) provide Buyer with periodic updates on the status of the Specified Matter as it relates to the Acquired Companies and (b) reasonably advise Buyer upon Seller or any of its Affiliates receiving any material communications from or to any Governmental Authority with respect to the Specified Matter and which involves or affects or would reasonably be expected to involve or affect an Acquired Company.
Such books and records may be requested under this Section 8.02 for any reasonable business purpose, including to the extent reasonably required in connection with the Specified Matter, accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or its Affiliates or other similar purpose.
Schedule 2 Specified Matter (Clause 8.3) Each of the following is a ‘specified matter’ for the purposes of this agreement: Any information supplied to Legal Aid Queensland or any other entity by, or on behalf of the Preferred Supplier, whether in relation to an application by the Preferred Supplier for inclusion on a relevant list or in accordance with any part of this agreement, or in relation to any legal aid work, is false or misleading.
Failure to give such notice shall not affect the entitlement of Purchaser to make a Warranty Claim or a Specified Matter Claim in the absence of actual and material prejudice.
Neither the Shareholders nor the Guarantors shall be liable for any Warranty Claim or any Specified Matter Claim to the extent that the fact, matter, event or circumstance giving rise to such claim is fully and specifically taken into account in any adjustment to the Final Purchase Price.