Fairly Disclosed definition

Fairly Disclosed means disclosed in reasonable detail and specificity as would enable a reasonable purchaser to identify in all material respects the relevant facts, nature and scope of the matter concerned;

Fairly Disclosed has the meaning given to it in clause 7.5;

Fairly Disclosed means disclosed in such manner and in such detail as to enable a reasonable buyer to make an informed assessment of the matter concerned;

Examples of Fairly Disclosed in a sentence

• The Seller shall not be liable for any Claim for breach of the Warranties (other than the Title Warranties) if and to the extent that the fact, matter, event or circumstance giving rise to such Claim is Fairly Disclosed by this Agreement, any other Transaction Document or the Disclosure Letter.

• The Last Accounts (copies of which have been Fairly Disclosed) have been prepared in accordance with applicable accounting standards and applicable laws and in respect of each Target Company give a true and fair view of the assets and liabilities and state of affairs of the Target Companies as at the Last Accounts Date and of the profit or loss and cash flows of the Target Companies for the financial year ended on the Last Accounts Date.

• True, accurate and complete (in all material respects) copies of all material contracts have been Fairly Disclosed.

• Details of all material assets used but not owned by a Target Company have been Fairly Disclosed.

• Documents for each Target Company have been Fairly Disclosed and each document disclosed is a true copy, and each Target Company has complied with all the provisions of its Constitutional Documents and, in particular, has not entered into any transaction ultra xxxxx such Target Company or outside the authority or powers of the directors of each Target Company.

More Definitions of Fairly Disclosed

Fairly Disclosed means fairly disclosed in sufficient detail to enable the Buyer to identify and assess the nature and scope of the matter disclosed;

Fairly Disclosed means disclosed in sufficient detail to identify the nature of the matter disclosed and assess the scope and impact of such matter disclosed;

Fairly Disclosed means information fairly disclosed in the Data Room Information, with sufficient detail to enable a reasonable person to identify and understand the nature, significance and scope of the matter disclosed and to evaluate the purpose and effect of the disclosure.

Fairly Disclosed means disclosure of information that is sufficient in content and made in a manner and context which would enable a reasonable and sophisticated investor, in the Purchaser’s position and experienced in transactions of the nature of the transaction contemplated in this agreement, to assess the nature, significance and scope (but not necessarily the financial quantum of any Loss relating to) of the fact, matter or circumstance so disclosed;

Fairly Disclosed means disclosure of information that is made in a manner which would enable a sophisticated investor, experienced in transactions of the nature of the transaction contemplated in the Acquisition Agreement, to be aware of the substance and consequences of the relevant fact, matter, event or circumstance at the Commencement Date.

Fairly Disclosed means disclosed in the Disclosed Information with sufficient detail to enable a reasonable and professional purchaser (taking into account its industry knowledge in respect of the Business) with the assistance of professional advisers to make a reasonably informed assessment of the facts, matters or information concerned and their nature and effect, where matters that appear from a prima facie review of the Disclosed Information shall in any event be deemed Fairly Disclosed;

Fairly Disclosed means fairly disclosed in such a manner and in such detail as to enable a Buyer to make an informed assessment of the matter concerned;