Examples of Acquirer SEC Documents in a sentence
Except as set forth in the Acquirer SEC Documents, Acquirer has received no notice of potential indemnity claims from customers based upon a notice of infringement any such customer has received from a patent owner relating to an assertion of infringement of a patent other than potential indemnity claims that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Except as disclosed in Acquirer SEC Documents filed prior to the date hereof, there is no action, suit, investigation or proceeding pending against, or to the knowledge of Acquirer threatened against or affecting, Acquirer or any of its Subsidiaries or any of their respective properties before any court or arbitrator or any governmental body, agency or official which would reasonably be expected to have a Material Adverse Effect on Acquirer.
In addition, Acquirer has made available to the Company all exhibits (subject to redaction) to the Acquirer SEC Documents filed prior to the Agreement Date and, upon the Company's request, will promptly make available to the Company all exhibits (subject to redaction) to any additional Acquirer SEC Documents filed prior to the Effective Time.
Except as set forth in Schedule 5.6, there are no pending or, to the Knowledge of the Acquirer, threatened, Actions against the Acquirer, Merger Sub, their respective properties or assets, or, to the Knowledge of the Acquirer, any of their respective directors or officers (in their capacity as such) which has not been disclosed in the Acquirer SEC Documents.
As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Acquirer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Acquirer SEC Documents.
There have been no transactions during the two-year period ending on the date hereof that would require disclosure under Item 404 of Regulation S-K under the Securities Act, except those transactions described in the Acquirer SEC Documents.
The Acquirer SEC Documents were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder.
When delivered to Contributor in accordance with the terms of the Contribution Agreement, the Acquirer Common Units will be validly issued, fully paid (to the extent required under the Issuer Partnership Agreement) and nonassessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act or as described in Acquirer SEC Documents).
As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Acquirer SEC Documents.
Except as required by Law, fiduciary duties, by court process or by obligations pursuant to any listing agreement with any national securities exchange and except with respect to the Acquirer SEC Documents, Owners, on one hand, and Acquirer, on the other hand, agree that neither they nor their respective agents shall issue any press release or make any other public disclosure concerning the transactions contemplated hereunder without the prior approval of Acquirer and Owners’ Representative.