Acquirer Disclosure Schedule definition

Acquirer Disclosure Schedule means the disclosure schedule to this Agreement prepared by Acquirer and delivered to the Contributor Parties on the Execution Date, as it may be updated from time to time pursuant to Section 5.17.
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Acquirer Disclosure Schedule means a written disclosure schedule delivered by Acquirer to Yardville prior to the execution and delivery hereof specifically referring to the appropriate section of this Agreement.
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Acquirer Disclosure Schedule means the disclosure schedule to this Agreement prepared by Acquirer and delivered to the Contributor Parties on the Execution Date, as it may be updated from time to time pursuant to Section 5.18.
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Examples of Acquirer Disclosure Schedule in a sentence

  • The inclusion of any information (including dollar amounts) in any section of the Contributor Disclosure Schedule or the Acquirer Disclosure Schedule shall not be deemed to be an admission or acknowledgment by a Party that such information is required to be listed on such section of the Contributor Disclosure Schedule or the Acquirer Disclosure Schedule or is material to or outside the ordinary course of the business of such Party or the Person to which such disclosure relates.

  • The disclosure contained in one disclosure schedule contained in the Contributor Disclosure Schedule or Acquirer Disclosure Schedule may be incorporated by reference into any other disclosure schedule contained therein, and shall be deemed to have been so incorporated into any other disclosure schedule so long as it is readily apparent on its face that the disclosure is applicable to such other disclosure schedule.

  • Except as set forth on Schedule 4.10 of the Acquirer Disclosure Schedule, there are no Proceedings pending or, to the Knowledge of Acquirer, threatened against the Suburban Entities, except such Proceedings as would not (a) have a Suburban Material Adverse Effect, (b) prevent or materially delay the consummation of the transactions contemplated by the Transaction Agreements or (c) materially impair Acquirer’s ability to perform its obligations thereunder.

  • Except as disclosed on Schedule 4.11 of the Acquirer Disclosure Schedule, there is no claim (other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) against any Suburban Entities for any material Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any amount of Taxes or Tax Returns of or with respect to any Suburban Entity.

  • The authorized, issued and outstanding Common Stock of Acquirer and the partnership interests in the Operating Partnership and in the New Operating Partnership are as set forth in paragraph 3.1(d) of the Acquirer Disclosure Schedule.

  • To the knowledge of the Acquirer, the representations and warranties made in this Agreement (when taken together with the Acquirer Disclosure Schedule) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein not misleading in light of the circumstances under which they were made.

  • Except as disclosed in paragraph 3.1(o) of the Acquirer Disclosure Schedule, neither Acquirer, the Operating Partnership nor any Subsidiary maintains any Plan (as defined below), nor is any Person entitled to any benefit under any Plan that may have been maintained by Acquirer, the Operating Partnership or any Subsidiary in the past.

  • Except as listed in paragraph 3(i) of the Acquirer Disclosure Schedule, Acquirer, the Operating Partnership and their Subsidiaries have filed in a timely manner all Tax Returns (as defined below) required to be filed by them and have paid all Taxes (as defined below) required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against them, except for any Taxes as may be being contested in good faith and by appropriate proceedings.

  • Except as shown on paragraph 3.1(a) of the Acquirer Disclosure Schedule, each Subsidiary has no or nominal assets and liabilities.

  • Except as disclosed on Schedule 4.11 of the Acquirer Disclosure Schedule, there is no claim (other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) against any AmeriGas Entities for any material Taxes, and no material assessment, deficiency, or adjustment has been asserted or proposed in writing with respect to any material amount of Taxes or material Tax Returns of or with respect to the AmeriGas Entities.


More Definitions of Acquirer Disclosure Schedule

Acquirer Disclosure Schedule shall have the meaning given such term in the preamble to Article V hereof.
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Acquirer Disclosure Schedule has the meaning set forth in Section 4.
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Acquirer Disclosure Schedule has the meaning set forth in the introduction to Article 3.
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Related to Acquirer Disclosure Schedule

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Buyer Disclosure Letter means the disclosure letter delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution of this Agreement.

  • Seller Disclosure Letter means the Seller Disclosure Letter attached hereto, dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Parent Disclosure Schedule means the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • Disclosure Schedule has the meaning set forth in Section 3 below.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.

  • Previously Disclosed means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the Securities and Exchange Commission (the “SEC”) prior to the Signing Date (the “Last Fiscal Year”) or in its other reports and forms filed with or furnished to the SEC under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the last day of the Last Fiscal Year and prior to the Signing Date.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Risk Disclosure Statement the risk disclosure statement provided by the Broker to the Client before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV;