Closing Disclosure Letter definition

Closing Disclosure Letter shall have the meaning set forth in Section 4.2(i).
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Closing Disclosure Letter means the disclosure letter to be entered into by the Company and the Subscriber (the form of which is to be as agreed by the Parties at the relevant time, each acting reasonably) on Closing disclosing matters, events or circumstances which occurred after the date of this Agreement in respect of the Business Warranties.
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Closing Disclosure Letter means the letter, to be provided to the Buyer prior to the execution of the sale and purchase agreement in respect of the Alexandra Acquisition, from the Management Sellers to MSP and the Buyer disclosing certain matters in relation to the confirmation in respect of the Warranties set out in the certificate provided in accordance with Section 6.1(b), together with all documents attached to such letter or contained within a CD Rom in the Agreed Form.
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Examples of Closing Disclosure Letter in a sentence

  • If the Seller presents a Closing Disclosure Letter pursuant to Section 4.2.2(a) at the Closing, the Buyer shall have the right to request postponement of the Closing by five days.

  • Any document provided to the Purchaser which is referred to in the Signing Disclosure Letter and/or the SPA II Closing Disclosure Letter is a true copy of the original document.

  • The parties agree that the Seller shall not be liable for breaches of representations and warranties under Section 7 in connection with facts or circumstances if they have been actually known to the Buyer, its proxies, agents and/or advisors and if they have been fairly and explicitly disclosed in an Annex or Schedule to this Agreement, or in the data room or in the Closing Disclosure Letter.


More Definitions of Closing Disclosure Letter

Closing Disclosure Letter means a disclosure letter substantially in the form as attached in Exhibit 10.2(c), according to which the Seller warrants to the Purchaser by way of an independent promise of guarantee irrespective of fault (selbständiges, verschuldensunabhängiges Garantieversprechen) in accordance with section 311 para. 1 BGB that, to the Seller’s Knowledge, the statements set forth in Sections 11.2 through 11.5, Section 15.2 and in Exhibit 11.6 are correct as of the date of the Closing Disclosure Letter, with the understanding that the Seller shall disclose any facts and circumstances which have occurred between the Signing Date (excluding) and (including) the date of the Closing Disclosure Letter and which had resulted in a breach of the Tax Warranties in Section 15.2 and/or the Seller’s Guarantees in Sections 11.2 through
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Closing Disclosure Letter means the letter, executed and delivered by the Selling Shareholders and Company (on behalf of all Selling Shareholders) to the Purchaser, in the form annexed in Schedule V (Form of Closing Disclosure Letter) ) and dated within 15 days from the First Closing Date, and accepted by the Purchaser, which sets out disclosures against Warranties provided by the Selling Shareholders and the Company under Clause 5.1 and Schedule II.
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Closing Disclosure Letter has the meaning set forth in Section 10.3(a) (Closing Disclosure Letter).
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Closing Disclosure Letter means the letter from BG to the Purchaser executed and delivered immediately before Closing; Comgás means Companhia de Gás de São Paulo, a corporation organised and existing according to the laws of Brazil, with its principal place of business at Xxx xxx Xxxxxxxxxx, 000, 00xx xxxxx, Xxx Xxxxx-XX, Xxxxxx;
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Closing Disclosure Letter means a disclosure letter substantially in the form as attached in Exhibit 10.2(c), according to which the Seller warrants to the Purchaser by way of an independent promise of guarantee irrespective of fault (selbständiges, verschuldensunabhängiges Garantieversprechen) in accordance with section 311 para. 1 BGB that, to the Seller’s Knowledge, the statements set forth in Sections 11.2 through 11.5, Section 15.2 and in Exhibit 11.6 are correct as of the date of the Closing Disclosure Letter, with the understanding that the Seller shall disclose any facts and circumstances which have occurred between the Signing Date (excluding) and (including) the date of the Closing Disclosure Letter and which had resulted in a breach of the Tax Warranties in Section 15.2 and/or the Seller’s Guarantees in Sections 11.2 through 11.5 and/or in Exhibit 11.6 had they been given as at the Closing Date. For the avoidance of doubt, the Closing Disclosure Letter shall not establish any rights of the Purchaser to rescind or challenge or contest or nullify this Agreement and shall not extent the liability of the Seller towards the Purchaser under this Agreement beyond what has been explicitly agreed between the Parties in this Agreement.
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Closing Disclosure Letter has the meaning set forth in Clause 5.3;
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Related to Closing Disclosure Letter

  • Parent Disclosure Letter has the meaning set forth in Article IV.

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

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

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

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

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

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

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

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

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

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

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

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

  • Disclosure Schedule has the meaning set forth in Section 3 below.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • 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.

  • 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.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Risk Disclosure Statement the risk disclosure statement provided by the Broker to the Client before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV;

  • 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;

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.