Disclosure to Seller Sample Clauses

Disclosure to Seller. The Buyer will notify the Seller if the Buyer knows or learns of the existence of any facts which cause any of the representations and warranties contained in Articles III or IV to be or become untrue, PROVIDED, HOWEVER, that such disclosure shall not affect any of the Buyer's rights or remedies pursuant to this Agreement.
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Disclosure to Seller. In view of (i) Buyer’s affiliation with the General Partner and (ii) the General Partner’s duties and obligations as general partner of the Partnership to Seller (in its capacity as the limited partner thereof), and given Buyer’s access to information with respect to the Partnership, the Partnership’s operations and the Partnership Properties, Buyer represents and warrants that, to Buyer’s Knowledge, the General Partner has made all material information concerning the Partnership and the Partnership Properties available to, and has not withheld any material information from, Seller (exclusive of facts and circumstances which Seller recognizes to be of a nature generally recognized and known in the oil and gas industry (e.g., hydrocarbon prices may rise or fall)).
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Disclosure to Seller. Seller shall not be entitled to indemnification for any loss arising from the breach of a warranty or representation of which, as of Closing, Seller had Knowledge. "Knowledge" for the purpose of this subsection means that every fact necessary to constitute such breach of warranty or representation is contained in the materials supplied to Purchaser by Company bearing a Bates stamp number from 1 to 15102, or in reports obtained by Purchasxx xxom third parties. Purchaser has provided to Company copies of all reports obtained from third parties regarding the Company or the Business as set forth on Schedule 6.6 (c) and bearing the Bates stamp number recorded on such schedule.
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Disclosure to Seller. In view of (i) Buyer’s affiliation with the General Partner and (ii) the General Partner’s duties and obligations as general partner of the Partnership to Seller (in its capacity as the limited partner thereof), and given Buyer’s access to information with respect to the Partnership, the Partnership’s operations and the Partnership Properties, Buyer represents and warrants that it has disclosed all material information concerning the Partnership and the Partnership Properties (exclusive of facts and circumstances which Seller recognizes to be of a nature generally recognized and known in the oil and gas industry (e.g., hydrocarbon prices may rise or fall)).
Sample 1
Disclosure to Seller. Seller acknowledges that he has received copies of all Forms 10-K and 10-Q filed by Dynamic with the Securities and Exchange Commission and a copy of Dynamic's Information Statement dated July 21, 1998, that he has been given an opportunity to ask questions of and receive answers from Dynamic with respect to Dynamic's business, financial condition, management and any other relevant matters. Seller has not requested any additional information from Dynamic and has made his decision to accept the Common Stock and the Option in reliance solely upon the foregoing documents. Seller has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Common Stock and is able to bear the economic risk of such investment for an indefinite period of time. Seller understands that the Common Stock to be received by Seller is restricted and that Seller is acquiring the Common Stock without the expectation or desire of a resale or distribution with respect thereto and has no need for liquidity with respect to the Common Stock. Seller recognizes that an investment in the Common Stock involves risks and that he may not be able to sell or dispose of the Common Stock readily. Seller understands that the Certificates evidencing the shares of Common Stock will bear a restrictive legend providing that they may not be transferred in the absence of an opinion of counsel satisfactory to Dynamic that a transfer may be made without registration under the Securities Act of 1933 and also referring to the rights of set-off provided for in this Agreement. Seller is familiar with the resale requirements of Rule 144 of the Securities and Exchange Commission and understands that one of those requirements is a holding period of one or two years.
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Disclosure to Seller. Except to the extent required by applicable Environmental Laws, Purchaser shall not provide or disclose the results, conclusions, or underlying sampling data of Purchaser’s Phase I to the Seller unless Seller, in Seller’s sole discretion, in each such instance expressly elects, by written notice to Purchaser, to require Purchaser or Purchaser’s Environmental Consultants to provide such results to Seller. If Seller so elects or such disclosure is required by applicable Environmental Law, Purchaser shall deliver copies of the Phase I and the underlying sampling data and information (including tests and studies) within three (3) Business Days following the date of Seller’s request. In each instance that Purchaser concludes that disclosure to Seller of any results or conclusions made by or sampling data collected by Purchaser or Purchaser’s Environmental Consultants are required by applicable Environmental Law, prior to making any such disclosure Purchaser shall immediately upon making such conclusion provide written notice of such conclusion, and provide Seller with a reasonably substantial legal analysis supporting such conclusion prepared by outside counsel reasonably acceptable to Seller, and provide Seller with an opportunity to review and respond to Purchaser.
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Related to Disclosure to Seller

  • Disclosure to and Property of Company All information, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Executive, individually or in conjunction with others, during the period of Executive’s employment by Company (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to Company’s (or any of its affiliates’) business, trade secrets, products or services (including, without limitation, all such information relating to corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, marketing and merchandising techniques, business plans, computer software or programs, computer software and database technologies, prospective names and marks) (collectively, “Confidential Information”) shall be disclosed to Company and are and shall be the sole and exclusive property of Company (or its affiliates). Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive property of Company (or its affiliates). Upon Executive’s termination of employment with Company, for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to Company.

  • Disclosure to Others Subject to clause 6.2, each of the Trustee and the Custodian shall respect the confidentiality of information acquired under this Agreement and will not, without the other party’s consent, disclose to any other person any transaction or other information acquired about the other party, its business or the Trust under this Agreement, in the event such other party has made clear, at or before the time such information is provided, that such information is being provided on a confidential basis.

  • Disclosure to Third Parties (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party:

  • Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

  • Disclosure to Executive Company has and will disclose to Executive, or place Executive in a position to have access to or develop, Confidential Information and Work Product of Company (or its affiliates); and/or has and will entrust Executive with business opportunities of Company (or its affiliates); and/or has and will place Executive in a position to develop business good will on behalf of Company (or its affiliates). Executive agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of Company (or its affiliates).

  • Disclosure to and Property of the Company All information, trade secrets, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during the term of his employment (whether during business hours or otherwise and whether on the Company’s premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products or services and all writings or materials of any type embodying any such matters (collectively, “Confidential Information”) shall be disclosed to the Company, and are and shall be the sole and exclusive property of the Company or its Affiliates. Confidential Information does not, however, include any information that is available to the public other than as a result of any unauthorized act of Employee.

  • Disclosure; 10b-5 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any 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. The Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.

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