Disclosed to the Purchaser definition
Examples of Disclosed to the Purchaser in a sentence
None of the representations and warranties of the Company or any of the information or documents which have been Previously Disclosed to the Purchaser pursuant hereto are false or misleading in any material respect or contain any untrue statement of a material fact, or omit to state any material fact required to be stated or necessary to make any such information or document, at the time and in light of the circumstances, not misleading.
The copies of the memorandum and articles of association or other constitutional and corporate documents of the all Group Companies which have been Disclosed to the Purchaser are accurate true and complete in all material respects.
If any representation or warranty of the Vendor is incorrect or inaccurate, but the instrument, circumstance, action, omission, matter or issue which causes such representation or warranty to be incorrect or inaccurate is known to or has been Disclosed to the Purchaser then, for purposes of this Agreement, such representation and warranty shall be deemed to have been qualified by reference to such instrument, circumstance, action, omission, matter or issue.
Except as Previously Disclosed to the Purchaser, there are no material contracts, agreements, licenses or commitments, including any affinity card or similar agreements, relating to the marketing of any product or service to Cardholders by third parties.
O.1. The Non Investor Indemnifying Parties have Disclosed to the Purchaser all information and facts relating to the Group Companies and the Business which are or may be material for disclosure to a purchaser of the Shares on the terms of this Agreement and all information and facts so disclosed are true and accurate in all material respects.
Except when otherwise expressly stated in this Agreement in relation to any specific representations and warranties of the Sellers, the same are qualified by facts, matters and information which are Disclosed to the Purchaser and the materiality criteria in the amount of One Hundred Thousand Dollars (USD $100,000).
All binding rulings received by any Group Company or for which any Group Company has applied have been Disclosed to the Purchaser.
For the avoidance of doubt, ownership over shares stated in Schedule 4.4 and/or any other ownership of the Sellers Disclosed to the Purchaser in the attached Schedules, shall not be deemed as breach of this Agreement.
The Seller represents and warrants to the Purchaser that, except as Fairly Disclosed to the Purchaser, each of the statements set out in this Section 7 is and will at the Closing (or at such other date or time as is explicitly stated below) be true and correct.
All Warranties, except Essential Warranties and Tax Warranties, are made subject only to the matters, statements of facts or factual information provided in the Data Room Documents, and in this Agreement and/or the Schedules which are deemed Fairly Disclosed to the Purchaser, which shall qualify the Warranties and can therefore not give rise to any liability on behalf of the Seller.