Disclosure Clause Example with 5 Variations from Business Contracts

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 The 4.2T...he Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available, available to the extent not available via EDGAR on the SEC's website, provided that 8 however, the Issuer shall not be required to furnish notify the Dealer any Company Information in writing that such information is publicly available either on the Company's website or via EDGAR on the SEC's website or otherwise. 4.3 The website. 4.3The Issuer further agrees that: (a) The (a)The Issuer shall notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In misleading, including a Company default under the event Company's primary credit facility used to provide liquidity for the Notes that would preclude the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an 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, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Company from drawing upon (i.e. View More

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 The 4.2T...he Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available, provided that the Issuer shall not be required to furnish the Dealer any Company Information that is publicly available either on the Company's website or on the SEC's website or otherwise. 4.3 The available. 4.3The Issuer further agrees that: (a) The (a)The Issuer shall notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an 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, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 The Issuer agre...es to promptly furnish the Dealer the Company Information as to the Dealer upon or promptly following the time it becomes publicly available, provided that any such Company Information described in clause (i), (ii) or (iii) of the Issuer definition thereof shall not be required deemed furnished and delivered to furnish the Dealer any Company Information that at the time it is publicly available either on in the Company's website or on Issuer's filings with the SEC's website or otherwise. SEC. 4.3 (a) The Issuer further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence (other than as relates to or affects Dealer Information) to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 misleading, except to the extent that the Issuer, by furnishing such notice, would violate any law, regulation or stock exchange rule applicable to it. The Dealer agrees to promptly suspend offers and sales of the Notes upon receipt of such notice. (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall agrees either to (i) purchase the entirety of such inventory of Notes of the Dealer at a purchase price equal to either (x) in the case of an interest-bearing Note, the principal amount thereof plus accrued and unpaid interest thereon through the date of the purchase or (y) in the case of a Note issued on a discount basis, the price paid by the Dealer for the purchase thereof, plus the accreted discount thereon through the date of the purchase based on the purchase price thereof, or (ii) promptly to supplement or amend the Private Placement Memorandum so that neither the Private Placement Memorandum, as amended Memorandum nor the Company Information, after giving effect to such amendment or supplemented, supplement, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were are made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. 9 (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then the Dealer will maintain the confidentiality of such notice (except to the extent that the Dealer shall be required to disclose such notice pursuant to applicable law, rule or regulation or court order) and all solicitations and sales of Notes shall be suspended until such time as (x) the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. Dealer, or (y) the Issuer determines that the Company Information then in existence satisfies the representation contained in Section 2.10 hereof by the filing of any documents incorporated by reference into the Private Placement Memorandum and notifies the Dealer to that effect. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis basis, but no less than at least once annually, to incorporate current financial information of the Issuer to the extent necessary to ensure that the information, including financial information, information provided or incorporated by reference in the Private Placement Memorandum does not contain an untrue statement is accurate and complete; provided, however, that the Private Placement Memorandum will be deemed amended and supplemented by the filing of a material fact or omits any documents incorporated by reference into the Private Placement Memorandum; provided, further, that such obligation shall be suspended to state a material fact necessary to make the statements therein, in extent, and for the light period, that the Issuer has suspended all solicitations and sales of the circumstances under which they were made, not misleading. Notes as contemplated by Section 4.3(c). View More

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. Issuer and the Guarantors. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer and the Guarantors concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire withou...t unreasonable effort or expense. 4.2 The 4.2Each of the Issuer and the Guarantors agrees to promptly furnish the Dealer the Company Information as it becomes available, available; provided that that, the public filing of the Company Information with the EDGAR system of the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 4.2, with respect to such publicly filed information. 4.3(a) Each of the Issuer shall not be required to furnish and the Dealer any Company Information that is publicly available either on the Company's website or on the SEC's website or otherwise. 4.3 The Issuer Guarantors further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer or any Guarantor that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In the event that the Issuer or any Guarantor gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an 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, and the Issuer shall make such supplement or amendment available to the Dealer. 11 (c) In the event that (i) the Issuer or any Guarantor gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory inventory, and (iii) the Issuer or such Guarantor chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 4.1. The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 4.2. The I...ssuer agrees to promptly furnish the Dealer the Company Information as it becomes available, provided that the Issuer available (which obligation shall not be required to furnish the Dealer any deemed satisfied upon filing of such Company Information that is publicly available either on in the Company's website or on "EDGAR" system of the SEC's website or otherwise. 4.3 Securities and Exchange Commission). 4.3. (a) The Issuer further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 misleading ("Disclosure Notification"); it being understood that the Dealer hereby acknowledges that U.S. federal securities laws prohibit trading on the basis of material non-public information. For the avoidance of doubt, such Disclosure Notification is required only to disclose the existence of any such event, and is not required to disclose the details of or any further information of any kind relating to any event. Notwithstanding the foregoing, the Issuer shall have no obligation to so notify the Dealer if (i) the Issuer has suspended offers and sales of the Notes and has given the Dealer written notice of such suspension, and (ii) there are no Notes outstanding. In the event that the Issuer wishes to resume offers and sales of the Notes, it shall, at least three New York Business Days prior to the proposed effective date of such resumption, (i) give the Dealer written notice thereof, and (ii) either (x) confirm that the then current Private Placement Memorandum and Company Information do not violate the representation contained in Section 2.10 of this Agreement, or (y) if the representation contained in Section 2.10 cannot be made, provide to the Dealer an updated Private Placement Memorandum that will permit the representation to be made. -9- (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall agrees promptly to supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an 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, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory inventory, and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More