Examples of Disclosure Exhibits in a sentence
Exhibit Article 4.5 Company’s Brokers’ Fees Exhibit Article 4.6 Updated Disclosure Exhibits #32620513 v1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of ________, ____by and among [PDI, INC., a Delaware corporation] (the “Buyer”) and the individuals identified on the signature page hereto (collectively, the “Sellers”).
The Contributor Disclosure Exhibits contain proprietary and confidential information of the Contributor, the Owner and their Subsidiaries that is being provided to the Operating Partnership and the REIT subject to confidentiality obligations and the other limitations and restrictions set forth in the Confidentiality Agreement and the Agreement.
Although the Contributor Disclosure Exhibits identify matters by specific Section or subsection references, a disclosure made with respect to any Section or subsection will also be deemed to be disclosure against other Sections and/or subsections of the Agreement.
Exhibit 3.21 of the Disclosure Exhibits will set forth each interest which any present officer, director, shareholder or significant employee of Xxxxxxx'x has in Xxxxxxx'x assets or pertaining to its business, and all loans or advances outstanding to Xxxxxxx'x from any such person or employee or from Xxxxxxx'x to any such person or any employee, and any other business relationship between Xxxxxxx'x and any such person other than in his capacity as an officer, director, shareholder or significant employee.
All documents and information disclosed or otherwise provided by the Sellers or the Company to the Purchasers in the Disclosure Exhibits, in e-mails sent to Ms Xx Xx and Xx Xxxxx Xxxxx marked “DISCLOSURE” in the header/subject line, or in the Data Room according to the Data Room Index, are true, correct, not misleading and, compared to the information and data requested by the Purchasers, complete.
Except as disclosed on Exhibit 3.15 of the Disclosure Exhibits, all of the machinery, equipment, fixed assets, furniture, fixtures, leasehold improvements and other tangible personal property which are owned or otherwise used by Xxxxxxx'x in its business is in good, useable condition and repair, ordinary wear and tear and routine maintenance excepted, and in conformity with all material applicable ordinances, regulations and other laws.
Xxxxxxx'x shall deliver to the Shareholders on or before the delivery of the Disclosure Exhibits a correct and complete copy of any lease of real property to which Xxxxxxx'x is a party or any other material document relating to the ownership of an interest in real property by Xxxxxxx'x.
The matters disclosed in the Contributor Disclosure Exhibits may be broader than those required to be disclosed in order for the representations, warranties and covenants contained in the Agreement to be true and correct.
Except as described in Exhibit 3.19 of the Disclosure Exhibits, Xxxxxxx'x does not own, or have the obligation to purchase, any real property.
Except as reflected on SCHEDULE 5.4 of the Lunn Disclosure Exhibits - 15 Letter, xxl of the outstanding shares of capital stock, or other ownership interests in, each of Lunn's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by Lunn free and clear of all Liens.