Citigroup Disclosure Letter definition

Citigroup Disclosure Letter has the meaning set forth in Section 3.1.
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Citigroup Disclosure Letter means a letter delivered by Citigroup to Legg Mason on or before the execution and delivery of this Agreement setting forth items the disclosure of which is required under this Agreement either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations, warranties, covenants or agreements contained in this Agreement; provided that the mere inclusion of an item in the Citigroup Disclosure Letter as an exception to a representation or warranty will not be deemed an admission by Citigroup that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or is expected to have a CAM Material Adverse Effect; and provided further that the information disclosed in any section or subsection of the Citigroup Disclosure Letter shall be deemed to be disclosed with respect to such other sections or subsections of this Agreement or the Citigroup Disclosure Letter to which such disclosure is reasonably apparent in the light of the form and substance of the disclosure made (based solely on the text of the Citigroup Disclosure Letter, without examining any document listed in the Citigroup Disclosure Letter).
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Examples of Citigroup Disclosure Letter in a sentence

  • The Parties agree that Section 6.8(b) of the Citigroup Disclosure Letter is incorporated herein by reference and shall be binding as if set forth herein, and the Parties agree to take the actions set forth in Section 6.8(b) of the Citigroup Disclosure Letter.

  • Section 8.4(a) of the Citigroup Disclosure Letter shall set forth each CAM Domestic Subsidiary.

  • All such Citigroup Guaranties are set forth in Section 6.10(a)(i) of the Citigroup Disclosure Letter.

  • No CAM Subsidiary not identified in Section 4.7(d) of the Citigroup Disclosure Letter (as may be updated to give effect to the CAM Restructuring) (i) is or has been a “broker” or “dealer”, or is or has been required to be registered as a “broker” or “dealer”, within the meaning of the Exchange Act or any other Requirements of Law or (ii) to the Knowledge of Citigroup, is subject to any material liability or disability by reason of any failure to be so registered, licensed or qualified.

  • Except as set forth in Section 4.10 of the Citigroup Disclosure Letter, none of the underlying assets of any CAM Non-Registered Fund constitutes “plan assets” within the meaning of the Plan Assets Regulation.

  • A correct and complete list of each such current registration, license or qualification is set forth in Section 4.7(c) of the Citigroup Disclosure Letter (as may be updated to give effect to the CAM Restructuring).

  • Section 4.14(a)(ii) of the Citigroup Disclosure Letter lists each material CAM Benefit Plan that is sponsored, maintained or contributed to or required to be contributed to by the CAM Subsidiaries (the “CAM Subsidiaries Benefit Plans”), other than Non-U.S. CAM Benefit Plans.

  • Section 4.17(a) of the Citigroup Disclosure Letter sets forth a true and complete list of all CAM Leased Real Property, identifying each CAM Lease and the identity of the lessee and lessor thereunder.

  • Citigroup warrants that Section 8.4(a) of the Citigroup Disclosure Letter is true, accurate and complete.

  • Section 4.20(g) of the Citigroup Disclosure Letter lists any material change in a Tax principle, method or practice or any material Tax election made or revoked by a CAM Subsidiary from January 1, 2002 until March 31, 2005.

Related to Citigroup Disclosure Letter

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

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

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

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

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

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

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

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

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

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

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

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

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

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • 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.

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Company Financial Advisor has the meaning set forth in Section 3.10.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • 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.

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