Seller Disclosure Documents Sample Clauses

Seller Disclosure Documents. Seller agrees that the information that it furnishes to the Buyer in writing specifically for use in any Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading at the time of the filing of such Buyer Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the time of the consummation of the Offer.
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Seller Disclosure Documents. Each document required to be filed by the Seller with the SEC or required to be distributed or otherwise disseminated to the stockholders of the Seller in connection with the transactions contemplated by this Agreement (including the Information Statement) and any amendments or supplements thereto, will, when filed, distributed or disseminated, as applicable, (a) comply as to form in all material respects with the requirements of the Exchange Act and applicable state Law and (b) assuming that any information supplied by the Purchaser or its Subsidiaries or any ESL Person for inclusion therein does not or will not, as applicable, contain any untrue statement of a material fact, or omit to state any 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, not false or misleading, not contain any untrue statement of material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not false or misleading.
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Seller Disclosure Documents. Each of the Sellers agrees, and the LLC agrees that the information that it, he or she furnishes to the Buyer in writing specifically for use in any Buyer Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading at the time of the filing of such Buyer Disclosure Document or any supplement or amendment thereto, at the time of any distribution or dissemination thereof and at the time of the consummation of the Exchange.
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Seller Disclosure Documents. (a) Seller has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 2000 (collectively, the “Seller Disclosure Documents”). The Seller Disclosure Documents and any forms, reports and documents filed by Seller with the SEC after the date of this Agreement but prior to the Closing Date, (i) were prepared, or will be prepared, in accordance with the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and complied, or will comply, in all material respects with the rules and regulations thereunder and (ii) did not at the time they were filed, or will not at the time they are filed, with the SEC 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 made therein, in the light of the circumstances under which they were made, not misleading.
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Related to Seller Disclosure Documents

  • Disclosure Documents 6.3 You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales Literature/Promotional Material created by us for the Trust and provided by the Trust or its designee to you, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee.

  • Disclosure Document Each Prospectus delivered with respect to the Notes shall clearly disclose that the Note Policy is not covered by the property/casualty insurance security fund specified in Article 76 of the New York Insurance Law. In addition, each Prospectus delivered with respect to the Notes which include financial statements of Financial Security prepared in accordance with generally accepted accounting principles (other than a Prospectus that only incorporates such financial statements by reference) shall include the following statement immediately preceding such financial statements: The New York State Insurance Department recognizes only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the New York Insurance Law, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. No consideration is given by the New York State Insurance Department to financial statements prepared in accordance with generally accepted accounting principles in making such determinations.

  • Delivery of Disclosure Documents Upon request by a customer that is a Shareholder of the Funds, FSSC will send a copy of the current Prospectus (and, if expressly requested, Statement of Additional Information), annual report or semi-annual report for any Fund (“Disclosure Documents”) to the customer within three (3) business days of such request.

  • Fund Disclosure Documents The Adviser has reviewed and will in the future review, the Registration Statement, and any amendments or supplements thereto, the annual or semi-annual reports to shareholders, other reports filed with the Commission and any marketing material of a Fund (collectively the “Disclosure Documents”) and represents and warrants that with respect to disclosure about the Adviser, the manner in which the Adviser manages the Fund or information relating directly or indirectly to the Adviser, such Disclosure Documents contain or will contain, as of the date thereof, no untrue statement of any material fact and does not omit any statement of material fact which was required to be stated therein or necessary to make the statements contained therein not misleading.

  • Seller’s Closing Documents For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):

  • Company Disclosure Letter The representations and warranties of the Company set forth in this Agreement are made and given subject to the disclosures contained in the Company Disclosure Letter. The Company will not be or be deemed to be in breach of any such representations and warranties (and no claim will lie in respect thereof) in respect of any such matter so disclosed in the Company Disclosure Letter. Where only brief particulars of a matter are set out or referred to in the Company Disclosure Letter, or a reference is made only to a particular part of a disclosed document, full particulars of the matter and the full contents of the document are deemed to be disclosed. The specific disclosures set forth in the Company Disclosure Letter have been organized to correspond to section references in this Agreement to which the disclosure may be most likely to relate, but such disclosure will apply to and will be deemed to be disclosed for the purposes of this Agreement generally, and will be deemed to be exceptions to or modifications or qualifications of all of the representations and warranties contained herein to the extent applicable. The Parent will be deemed to be aware of and there are deemed to have been disclosed to the Parent as if herein set forth (a) all matters fairly disclosed or referred to or contained in this Agreement and in all documents specifically referred to therein, and (b) the contents of and all matters referred to in the documents specifically listed in the Company Disclosure Letter. In the event that there is any inconsistency between this Agreement and matters disclosed in the Company Disclosure Letter, information contained in the Company Disclosure Letter will prevail and will be deemed to be the relevant disclosure. * * * * *

  • Acquiror Public Filings From the date hereof through the Closing, Acquiror will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Securities Laws.

  • Public Filings Within ten (10) Business Days after the same become public, copies of all financial statements, filings, registrations and reports which the Borrowers may make to, or file with, the SEC or any successor or analogous Governmental Authority;

  • Company Disclosure Schedule Article 3.............................................10

  • Receipt of Disclosure Document The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

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