Information. The [[Organization B:Organization]] acknowledges review of reports filed by AVRS with the U.S. Securities and Exchange Commission, and that AVRS has provided the [[Organization B:Organization]] with no indication of any value of the Shares or of AVRS. There have been no representations, warranties or promises made to [[Organization B:Organization]] by AVRS or any representative of AVRS that the Shares will appreciate in value, or that there will be any market for the resale of the Shares by the [[Organization B:Organization]]. The [[Organization B:Organization]] understands that the Shares are extremely speculative and subject to a high degree of risk of loss of the [[Organization B:Organization]]s investment. The [[Organization B:Organization]] and the [[Organization B:Organization]]s advisors, if any, have conducted their own investigation with respect to AVRS and the Shares, and have not relied upon any representation of AVRS in making the decision to invest in the Shares (other than those representations set forth in Section 2 of this Agreement). The [[Organization B:Organization]] has had an opportunity to discuss the terms and conditions of the investment in the Shares with management of AVRS and to obtain any additional information regarding the investment or AVRS that it has requested of management.
Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.
Information. Upon discovery of an Error, agrees, if requested by Kx, to submit to Kx a listing of output and any other data that Kx may require in order to reproduce the Error and the operating conditions under which the Error occurred. Such listings and data shall be deemed as s Confidential Information. When any Error arises with respect to the Licensed Software which may be caused by a third partys equipment, software, modifications, improvements or service, will first follow a reasonable screening procedure specified by Kx to identify the source of the Error. Such screening procedure may involve identifying any software that transmits data into or receives data from the Licensed Software. If after the screening procedure has been completed, is still not able to determine the source of such Error, Kx will cooperate with and/or a third party in determining the source of the Error until it is reasonably determined whether such Error is caused by s or a third partys equipment, software, modifications, improvements or service.
Financial Statements. The financial statements most recently delivered to the Administrative Agent and the by the Borrower pursuant to Section 4.01(d) or Section 5.01 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP applied on a consistent basis, subject to, in the case of interim statements, year-end audit adjustments and the absence of footnotes.
Financial Statements. The shall have received the audited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2021 and unaudited financial statements for the Borrower and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. The Administrative Agent and acknowledge having received the financial statements referred to above.
Financial Covenants. Notwithstanding anything to the contrary contained in Section 8.01, in the event that the Borrower fails to comply with the requirements of the financial covenants set forth in Section 6.15 as of the last day of any fiscal quarter for which such covenant is tested, until the expiration of the 10th Business Day subsequent to the Cure Specified Date for such fiscal quarter, the Borrower shall have the right to give written notice (the “Cure Notice”), on or prior to the 10th Business Day subsequent to such Cure Specified Date, to the Administrative Agent of the intent of the Borrower to issue Permitted Cure Securities for cash or otherwise contribute cash common equity and/or other Qualified Stock to the capital of the Borrower (collectively, the “Cure Right”) and, upon contribution of the net cash proceeds (such net cash proceeds, the “Cure Amount”) to the Borrower as cash common equity and/or other Qualified Stock after the Cure Specified Date for such fiscal quarter pursuant to the exercise by the Borrower of such Cure Right, which exercise shall be made after such Cure Specified Date on or before the 10th Business Day subsequent to such Cure Specified Date, the covenant set forth in Section 6.15 shall be recalculated giving effect to the following adjustments on a Pro Forma Basis:
Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:
Financial Statements. The financial statements of Seller for the period ended June 30, 2021 delivered to Purchaser are true and accurate in all material respects and fairly present the financial condition of the Seller. Among the books and records that will be delivered at Closing will be sufficient documentation supporting the financial statements as to permit an audit of the financial statements in accordance with audit policies of the PCAOB.
Financial Records. Manager shall have primary responsibility for creating and maintaining all financial records relating to the operations of Provider Headquarters and the Wound Care Business. The maintenance and management of all files and records shall comply with all applicable federal, Utah and local statutes, laws, rules and regulations. Provider and Manager agree to execute all necessary agreements or addendums to this Agreement for purposes of compliance with all applicable law. Manager shall give Provider full access to all financial records relating to Provider during reasonable business hours and upon adequate notice.
Financial Misconduct. If the Board or the Committee has determined that any fraud, negligence, or intentional misconduct by the Participant was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. In determining what Remedies to pursue, the Board or Committee will take into account all relevant factors, including # whether the restatement was the result of fraud, negligence, or intentional misconduct by the Participant and the extent to which such conduct contributed to the need for restatement, # the amount of any incentive compensation that was calculated based upon the achievement of certain financial results that were subsequently reduced due to the restatement, and # the amount of any bonus or incentive compensation that would have been awarded to the Participant had the financial results been properly reported.
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