Bring Down of Disclosures definition

Bring Down of Disclosures. A review of the Sellers’ Warranties given at Closing with the individuals referred to in the definition of “Sellers’ Knowledge” immediately prior to the Closing Date to identify any facts or circumstances constituting a breach of any of the Sellers’ Warranties given at Closing.
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Bring Down of Disclosures means a review of Seller’s Warranties with Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx and Xxxxx Xxxxxxx immediately prior to the Closing Date to identify any facts or circumstances (relating to the period between the date of this Agreement and the Closing Date) constituting a breach of any of Seller’s Warranties, as required by the R&W Insurance Company.
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Bring Down of Disclosures means a review of the Warranties given at Closing by the individuals whose names are set out in the definition of Sellers’ Knowledge, immediately prior to the Closing Date, to identify any facts or circumstances (which have occurred during, and relate to, the period between the Signing Date and the Closing Date) constituting a breach of any of the Warranties given at Closing.
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Examples of Bring Down of Disclosures in a sentence

  • The Purchaser will discuss and agree upon with the insurer of the R&I Insurance the form and content of the Bring Down of Disclosures.

  • Bring Down of Disclosures a review immediately prior to the Closing Date of the Sellers' Warranties given at Closing by the Persons comprised by the definition of Sellers' Knowledge with a view to identifying any facts or circumstances, if any, arising between the Signing Date and the Closing Date, constituting a Breach of any of the Sellers' Warranties given at Closing.

  • The Majority Sellers’ Warranties are, in each case subject to, and qualified by, all matters, facts or circumstances Disclosed, including in the Bring Down of Disclosures or otherwise within the Buyer’s Knowledge at the time the Warranties are given or repeated, as applicable.

  • For the avoidance of doubt, no disclosure that may be included in the Bring Down of Disclosures shall in any way limit Sellers’ liability for breaches of Fundamental Warranties as set forth herein.

  • The Sellers hereby already agree to such form and content of the Bring Down of Disclosures.

  • The Seller’s Warranties shall be deemed to have been repeated at the Closing Date, subject to the Bring Down of Disclosures.


More Definitions of Bring Down of Disclosures

Bring Down of Disclosures means a review of the Majority Sellers’ Warranties, excluding the Fundamental Warranties, made by the individuals referred to in the definition of the “Majority Sellers’ Knowledge” immediately prior to Closing to identify any facts or circumstances first arising after the Signing Date constituting a Warranty Breach of any of the Majority Sellers’ Warranties (other than the Fundamental Warranties) repeated at Closing.
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Related to Bring Down of Disclosures

  • Covered Disclosure Information shall have the meaning set forth in Section 9.2(b) hereof.

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Form 8-K Disclosure Information As defined in Section 11.07.

  • Disclosure Notice means a notice issued by or on behalf of the Company requiring disclosure of interests in shares pursuant to section 212 of the Act;

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Public Disclosure Documents means, collectively, all of the documents which have been filed by or on behalf of the Borrower with the relevant Securities Regulators pursuant to the requirements of Securities Laws, including all documents publicly available on the Borrower’s SEDAR profile.

  • Disclosures means the disclosures set out in ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Disclosure Information As defined in the Pooling and Servicing Agreement.

  • Required disclosure means disclosure by the director who has a conflicting interest of:

  • 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.

  • Disclosure shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • Required Disclosure Date means (x) if such Buyer authorized the delivery of such Confidential Information, either (I) if the Company and such Buyer have mutually agreed upon a date (as evidenced by an e-mail or other writing) of Disclosure of such Confidential Information, such agreed upon date or (II) otherwise, the seventh (7th) calendar day after the date such Buyer first received any Confidential Information or (y) if such Buyer did not authorize the delivery of such Confidential Information, the first (1st) Business Day after such Buyer’s receipt of such Confidential Information.

  • Additional Disclosure Notification The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.

  • Press Release has the meaning set forth in Section 4.5.

  • Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our financial products;

  • Public Filings means the reports, schedules, forms, statements and other documents filed by the Company or Bezeq with the SEC or the ISA, as applicable, and publically available at least two (2) Business Days prior to the date of this Agreement.

  • Other Confidential Consumer Information The Contractor agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to information. The Contractor agrees to comply with any applicable Vermont State Statute, including but not limited to 12 VSA §1612 and any applicable Board of Health confidentiality regulations. The Contractor shall ensure that all of its employees and subcontractors performing services under this agreement understand the sensitive nature of the information that they may have access to and sign an affirmation of understanding regarding the information’s confidential and non- public nature.

  • Underwriter Information means the information set forth in the third paragraph (regarding concessions and discounts) and the second sentence of the thirteenth paragraph (regarding market making) under the caption “Underwriting” in the Preliminary Prospectus or Prospectus. This indemnity agreement will be in addition to any liability that each Underwriter may otherwise have.

  • Confidential Information Memorandum means the Confidential Information Memorandum of the Borrower dated December 2010 delivered to the Lenders in connection with this Agreement.

  • Additional Disclosure As defined in Section 3.18(a)(v).

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

  • Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.

  • Purchaser Confidential Information means all confidential or proprietary documents and information concerning the Purchaser or any of its Representatives; provided, however, that Purchaser Confidential Information shall not include any information which, (i) at the time of disclosure by the Company, the Seller Representative or any of their respective Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by the Purchaser or its Representatives to the Company, the Seller Representative or any of their respective Representatives, was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person receiving such Purchaser Confidential Information. For the avoidance of doubt, from and after the Closing, Purchaser Confidential Information will include the confidential or proprietary information of the Target Companies.

  • Disclosure Certificate means this Continuing Disclosure Certificate.

  • SEC Filings has the meaning set forth in Section 4.6.