Choom Disclosure Letter definition
Examples of Choom Disclosure Letter in a sentence
Except as disclosed in the Choom Disclosure Letter, neither Choom nor any of its Subsidiaries has retained any financial advisor, broker, agent or finder, or entered into any agreement entitling any person to any broker’s commission, finder’s fee or similar payment, relating to this Agreement or the transactions contemplated by this Agreement.
Except as disclosed in the Choom Disclosure Letter, there is no requirement to obtain any consent, approval or waiver of a party under any Material Contract in order to complete the transactions contemplated by this Agreement.
All of Choom’s and its Subsidiaries’ leased real properties (collectively, the “Choom Leased Property”) are listed in the Choom Disclosure Letter.
Choom has a working capital deficit of not more than $500,000 at the Effective Time, calculated based on current assets minus current liabilities, excluding lease liabilities and capital expenditures (as such terms are defined under IFRS and those items disclosed in Section 6.3(7) of the Choom Disclosure Letter.
All capitalized terms used in any Schedule, in the Phivida Disclosure Letter or in the Choom Disclosure Letter have the meanings ascribed to them in this Agreement.
The Choom Disclosure Letter lists every jurisdiction in which each of Choom and its Subsidiaries are qualified to do business.
Except for ownership of equity interests in the Subsidiaries in the Choom Disclosure Letter, Choom, directly or indirectly through any of its Subsidiaries or otherwise, does not own any equity interest of any kind in any other Person.
Except as disclosed in the Choom Disclosure Letter, neither Choom nor any of its Subsidiaries is in default or breach of any Material Contract, and there exists no state of facts which, after notice or lapse of time or both, would constitute a default or breach under any Material Contract.
The Choom Disclosure Letter includes complete and accurate lists of all Subsidiaries owned, directly or indirectly, by Choom, each of which is wholly-owned except as disclosed in the Choom Disclosure Letter.
Choom and/or its Subsidiaries that occupy the Choom Leased Property have the right to occupy and use the Choom Leased Property and, except as disclosed in the Choom Disclosure Letter, each of the leases pursuant to which Choom or any of its Subsidiaries occupies the Choom Leased Property is in good standing and in full force and effect, and none of such leases are, to the knowledge of Choom, under any threat of termination.