Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the Warrant that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Public Reports. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, [including the disclosure schedules to this Agreement], is true and correct in all material respects and does 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 light of the circumstances under which they were made, not misleading. 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. The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 6 hereof.

Disclosure. The representations and warranties made or contained in this Agreement, the schedules and exhibits hereto, and the certificates and statements executed or delivered in connection herewith, when taken together, do not contain any untrue statement of a material fact and do not omit to state a material fact required to be stated therein or necessary in order to make such representations, warranties, or other material not misleading in light of the circumstances in which they were made or delivered. There is no material fact or information individually or in the aggregate relating to the Proprietary Information, existing as of the date hereof, that has not been expressly disclosed to Purchaser by Seller and which: # is reasonably necessary to enable Purchaser to decide to enter into the transactions contemplated in this Agreement; or # have or could reasonably be expected to have a material adverse effect on the Proprietary Information. The Purchaser have the right to rely fully upon the representations, warranties, covenants and agreements of Seller contained in this Agreement (including, inter alia, any Schedule or Exhibit hereto) or in any certificate made or delivered in connection herewith.

Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to [Section 2(d)] hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

Disclosure. Employee shall promptly and fully disclose to the Company, and will hold in trust for the Company’s sole right and benefit, any Invention which Employee, during the period of her employment, makes, conceives, or reduces to practice, or causes to be made, conceived, or reduced to practice, either alone or in conjunction with others, that:

Disclosure. [[Organization A:Organization]] and the [[Organization B:Organization]] hereby acknowledge and agree that the Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with [[Organization A:Organization]] and its Affiliates.

The ​ has disclosed to the [[Administrative Agent:Organization]] and the ​ all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other [[Loan Party:Organization]] is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any [[Loan Party:Organization]] to the [[Administrative Agent:Organization]] or any [[Organization A:Organization]] in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each [[Loan Party:Organization]] represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being recognized that the projected financial information is not to be viewed as fact and that actual results during the period or periods covered by the projected financial information may differ from the projected results and such differences may be material.

DISCLOSURE. Consultant is required to disclose any outside activities or interests that conflict or may conflict with the best interests of Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to other consulting relationships that may conflict with this Agreement.

Authorized Disclosure. Except as otherwise provided herein, a Receiving Party may use and disclose Confidential Information of the Disclosing Party: # under appropriate confidentiality provisions substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted or reserved in this Agreement; # to existing or prospective advisors, collaborators, (sub)licensees, partners or joint venturers, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement; and as # reasonably required under the circumstances, to a third party in connection with a change in ownership or management of the Receiving Party. In each of these authorized disclosures, the Receiving Party shall remain responsible for any failure by any person or entity who receives the Confidential Information from the Receiving Party under this Article 14 to treat such Confidential Information as required under this Article 14. Either Party may disclose this Agreement and any Work Orders as reasonably necessary to comply with that Party’s obligations under applicable securities law or regulations or per the rules of the U.S. Securities and Exchange Commission or any other securities exchange or similar organization.

Compelled Disclosure. Notwithstanding the foregoing limitations on disclosure, the Receiving Party may disclose such Confidential Information of the disclosing Party as is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed, provided that, the Receiving Party first shall notify the disclosing Party (if permitted by law) of such request, and permit the disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information. The Receiving Party shall cooperate with the disclosing Party and provide reasonable assistance to the disclosing Party in seeking to obtain such protection. In any event, the Receiving Party shall only disclose that portion of the Confidential Information that it is reasonably required to comply with the order or Applicable Law.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and any written statement furnished by Borrowers to Agent or any Lender (copies of which have been previously delivered), do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading, in light of the circumstances under which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made, it being recognized by Agent and Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period covered by such financial information may differ from the projected results as set forth therein by a material amount.