Acquirer Disclosure Schedule definition
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.
Except as shown on paragraph 3.1(a) of the Acquirer Disclosure Schedule, each Subsidiary has no or nominal assets and liabilities.
Acquirer and the Operating Partnership have such Subsidiaries listed in paragraph 3.1(a) of the Acquirer Disclosure Schedule (which listing discloses the ownership structure of each such Subsidiary).
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 set forth in Schedule 5.20 of the Acquirer Disclosure Schedule and as provided in the Investors’ Rights Agreement, Acquirer has not granted or agreed to grant any registration rights, including piggyback rights, to any Person.
Except as set forth in Schedule 5.25 of the Acquirer Disclosure Schedule, neither Acquirer nor any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement.
This Agreement (including the Disclosure Schedule and the Acquirer Disclosure Schedule) contains the entire Agreement and understanding of the parties and may not be amended except by a written agreement signed by both parties.