Specific Disclosures. In addition to the representations of Seller elsewhere in this Agreement, Purchaser has relied on the following additional specific disclosures and/or representations. (IF NONE, WRITE "NONE")
Specific Disclosures. In addition, there are disclosed the specific matters set out in schedule 1 to this Disclosure Schedule.
Specific Disclosures. Without limiting the generality of the foregoing, the Investors’ attention is drawn to the following matters:
Specific Disclosures. The Disclosed Information does not contain any untrue or misleading statement of a material fact and all agreements provided as part of the Disclosed Information are true and complete copies thereof in all material respects. Section 2.6 of the Company Disclosure Letter sets forth a true and accurate copy of the following, each of which is also included in the Disclosed Information: (a) the Company’s Backlog as of January 31, 2018, (b) the unaudited, consolidated balance sheet of the Company as of January 31, 2018 and (c) the total severance payments for which the Company and the Company Subsidiaries would be liable, assuming all officers and employees of the Company and each Company Subsidiary were terminated as of April 1, 2018 as a result of a change of control of the Company occurring on such date.
Specific Disclosures. Without limiting the generality of the foregoing, the Investor’s attention is drawn to the following matters which have been set out against those numbered paragraphs of Schedule A to the Agreement to which they most obviously relate:
Specific Disclosures. The attention of the Purchaser is drawn to the following matters which have, for convenience, been set out against those numbered Paragraphs of Appendix 7.1 to this Agreement to which they relate. Fashion Fund I B.V. Attn: Management Xxxxxxxxx 000 0000 XX Xxxxxxxxxxx Xxx Xxxxxxxxxxx with a copy to: Eversheds Faasen B.V. Attn: Mr. X.X. ter Xxxxx Xxxxxxxxxxxx 000 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx VBQ ACQUISITION B.V. c/o Vilebrequin International SA Xxxxxx xx Xxxxxxxx 0 0000 Xx Xxxxx-Xxxxxxxx (XX) Xxxxxxxxxxx with a copy to: G-III Apparel Group, Ltd. Attn.: Xxxxx X. Xxxxxx 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and Fulbright & Xxxxxxxx L.L.P.
Specific Disclosures. The Shares held by the First Vendor are held as trustee on behalf of the beneficial owner, The Cumberland Discretionary Trust.
Specific Disclosures. Notwithstanding anything contained in this Agreement to the contrary, Overture shall be entitled to disclose: (1) the implementation and display provisions contained in the Agreement, (2) reasons why Overture Results may not be displayed in response to certain queries, (3) the type (and methodology) of searches conducted under the Agreement, (4) the duration of the Agreement, and (5) general terms of the Agreement for the purpose of describing the nature of the relationship hereunder (but excluding specific business terms of the Agreement such as revenue or revenue share information).
Specific Disclosures. Lender understands that:
(i) The Company is a newly formed business that has no operating history and no revenues. Its success will depend upon its ability to develop and obtain regulatory approval of its targeted pharmaceutical products.
(ii) Even if the Company is successful in developing and obtaining patent rights and regulatory approval if its pharmaceutical products, third parties may challenge or seek to invalidate or circumvent its patents and patent applications.
(iii) The purchase of a Note is a speculative investment that involves a high degree of risk of loss by Lender of its entire investment.
(iv) Audited financial statements are not being furnished with respect to the Company.
(v) The Company competes in the highly competitive cancer research market and in many cases its competitors are better financed and currently have more established market awareness and distribution than the Company. The Company’s research and development efforts may not succeed in developing commercially viable products.
(vi) The Company will be dependent on the availability of its senior executive officers who will be responsible for the overseeing the Company’s research and development efforts.
(vii) The sale of the Notes is intended to provide “bridge financing” until the Company can complete one or more financings critical to its research and development activities. There is no assurance that the Company will be successful in completing an additional financing or in such research and development activities.
Specific Disclosures. 3.1 In addition to the matters set out above, the following specific disclosures are made in relation to the Warranties:
1.2 As a result of the filing by the Vendor for bankruptcy protection under chapter 11 on 21 April 2016 (the “Chapter 11 Filing”), transfer is subject to entry by the US bankruptcy court of an order approving entry into the Agreement and the transactions contemplated thereby, including transfer of the Shares. Pursuant to the DIP Credit Agreement, such order and any related filings with the US bankruptcy court will need to be in form and substance reasonably satisfactory to the DIP Required Lenders. Additionally, prior to entering into a binding sale agreement for such transfer, certain information regarding the sale must be provided to the advisors for the DIP Lenders and the DIP Agent, which information must be reasonably satisfactory to such advisors. Shares in the Company are pledged in favour of the DIP Agent to secure the DIP Facilities. Pursuant to the DIP Security Agreement, upon an asset being sold or disposed of in a transaction permitted under the DIP Credit Agreement, any lien on such asset securing the DIP Facilities will be automatically released. The shares in the Company currently constitute "Designated Assets" under the DIP Credit Agreement. The sale or disposition of "Designated Assets" is generally permitted under the DIP Credit Agreement, subject to the above described requirements regarding sale information and bankruptcy court documentation. Although such requirements do not apply to all Designated Asset sales, they are applicable to the proposed transfer due to the value of the assets. The DIP Agent is authorised by the DIP Lenders to provide the Vendor with reasonably requested evidence of any permitted lien release. To the extent an asset being so released from a DIP lien was also subject to a lien securing SunEdison, Inc.'s prepetition first lien credit agreement, prepetition second lien credit agreement and/or prepetition second lien notes, the intercreditor arrangements implemented in the Final Financing Order that was entered by the US bankruptcy court on June 9, 2016, provide that the liens on such asset securing such prepetition debt shall be automatically released upon the release of the DIP liens.
