Disclosed Items definition

Disclosed Items shall have the meaning given to such term in Section 3.1(b)(xviii).
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Disclosed Items means (i) the Data Room Documents and (ii) any Schedule attached to this Agreement.
Sample 1
Disclosed Items means any assets or liabilities of DMI which are disclosed by DMI to Buyer and are accepted by Buyer in writing prior to the Closing.
Sample 1

Examples of Disclosed Items in a sentence

  • Except for any Disclosed Items or as specifically contemplated by Section 4.9(d) hereby, the sole Asset owned by DMI is 501,349 units of limited partnership interest in Duke Realty Limited Partnership.

  • The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect (excluding the effects of the matters as described in the Disclosed Items).

  • Six months to 30 June 2023£m Six months to 30 June 2022£mOperating costs Amortisation of acquisition intangibles(a)(17.2)(16.5)Acquisition and integration costs(b)(3.6)(3.8)Restructuring costs(c)(9.6)-Total operating costs (30.4)(20.3)Net financing costs(d)(1.1)(0.4)Total before income tax (31.5)(20.7)Income tax credit on Separately Disclosed Items 7.43.1Total (24.1)(17.6)Refer to Presentation of Results section for further details on SDIs.

  • Since March 31, 2006, there has been no event with respect to the Borrower and its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect (excluding the effects of the matters as described in the Disclosed Items).

  • Restructuring and reorganisation costs, such as reducing overhead and consolidating facilities, are included in the Separately Disclosed Items as Management believes that these effects are not indicative of the normal operating income and expenses.

  • The Borrower and each Subsidiary is in compliance with (a) all Requirements of Law and all judgments, decrees and orders of any Governmental Authority and (b) all material indentures, material agreements or other material instruments binding upon it or its properties, except where non-compliance, could not reasonably be expected to result in a Material Adverse Effect (excluding the effects of the matters as described in the Disclosed Items).

  • Separately Disclosed Items are items which by their nature or size, in the opinion of the Directors, should be excluded from the adjusted result to provide readers with a clear and consistent view of the business performance of the Group and its operating divisions.

  • During 2020, management undertook a review of its financial disclosures and as a result, a number of updates were made including; i) the reclassification of Mercury Payments Services LLC (‘Mercury’) as a continuing operation, ii) underlying EBITDA1 and underlying net income1 now include items that were previously classified as Specially Disclosed Items (SDIs), and iii) Underlying free cash flow1 now comprises additional deductions, including but not limited to SDIs affecting EBITDA.

  • Since the dates of such statements, there has been no material adverse change in the business or financial condition of Guarantor, except for the Disclosed Items described on Exhibit E attached hereto.

  • DRAFT Part B – Disclosed Items Master Developer Nakheel PJSC (Jumeirah Village Co. LLC).


More Definitions of Disclosed Items

Disclosed Items means Items 2 and 3 in Section 3.14(b) of the --------------- Disclosure Schedule.
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Related to Disclosed Items

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

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Unresolved Items shall have the meaning set forth in Section 2.11(e).

  • Disclosure Documents is defined in Section 5.3.

  • Exchange Act Documents means all forms, proxy statements, registration statements, reports, schedules, and other documents, including all certifications and statements required by the Exchange Act or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any report that is an Exchange Act Document, filed, or required to be filed, by a Party or any of its Subsidiaries with any Regulatory Authority pursuant to the Securities Laws.

  • Disclosed means fairly disclosed to the Buyer in the Disclosure Letter with sufficient explanation and detail to enable a reasonable assessment of the nature and scope of the matter disclosed;

  • 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.

  • Excluded Items means any items which the Committee determines shall be excluded in fixing Performance Goals, including, without limitation, any gains or losses from discontinued operations, any extraordinary gains or losses and the effects of accounting changes.

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

  • Purchased Items means those certain Products and Services (as defined herein) that are purchased by Customer and provided by Seller hereunder.

  • Public Reports includes all reports filed by Company under the Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two full fiscal years preceding the Effective Date and thereafter.

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

  • Forward-Looking Information means disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future-oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection;

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Related Party Transactions has the meaning set forth in Section 3.21.

  • 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.

  • Data Room Information means the information and documents listed in the index of documents contained in the Data Site attached to the Company Disclosure Letter;

  • Periodic Reports means all of the Company’s reports required to be filed by the Company with the Commission under applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly reports (on Form 10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Note or any Other Note; provided that all such Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.

  • Fairly Disclosed has the meaning given to it in clause 7.5;

  • Disclosure Record means the Company’s prospectuses, annual reports, annual and interim financial statements, annual information forms, business acquisition reports, management discussion and analysis of financial condition and results of operations, information circulars, material change reports, press releases and all other information or documents required to be filed or furnished by the Company under Applicable Securities Laws which have been publicly filed or otherwise publicly disseminated by the Company;

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

  • SOS Reports means the official reports from the Secretaries of State of each Collateral State, Chief Executive Office State and the Borrower State and other applicable federal, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.

  • Disclosure Document means any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation or the Distribution or the SpinCo Group or primarily relates to the transactions contemplated hereby.

  • Information Certificate means the Information Certificate of Borrower constituting Exhibit A hereto containing material information with respect to Borrower, its business and assets provided by or on behalf of Borrower to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

  • Company Financial Information As defined in Section 2(a)(ii).