Everest Disclosure Letter definition

Everest Disclosure Letter means the Everest Disclosure Letter that has been delivered by Everest to Athena concurrently with the execution of this Agreement.
Sample 1Sample 2Sample 3
Everest Disclosure Letter means the Everest Disclosure letter that has been delivered by Everest to Athena concurrently with the execution of this Agreement.
Sample 1

Examples of Everest Disclosure Letter in a sentence

  • The Everest Disclosure Letter and Athena Disclosure Letter shall each be delivered as of the date of this Agreement, and no amendments or modifications thereto shall be made without the prior written consent of Everest and Athena, as applicable.

  • As used in this Agreement, the "Everest Disclosure Letter" shall mean the disclosure letter delivered by Everest to ANI and NFLI regarding Everest pursuant to this Section 4 upon execution of this Agreement.

  • The Everest Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as noted thereon or on Schedule 4.6 to Everest Disclosure Letter).

  • Except as provided in the Everest Disclosure Letter, Everest represents and warrants to ANI and NFLI that all of the following representations and warranties in this Section 4 are true at the date of this Agreement and shall be true at the time of Closing.

  • Except as set forth on Schedule 4.7 to the Everest Disclosure Letter, there is no suit, action, proceeding, investigation, claim or order pending or threatened against Everest, or which may have or is likely to have an Everest Material Adverse Effect, before any court, or before any governmental authority, department, commission, bureau, agency or other governmental department or arbitrator (collectively, "Claims"), nor is there any basis for any such Claims.

  • Everest is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except (i) as set forth on Schedule 4.1 to Everest Disclosure Letter or (ii) where the failure to be so authorized or qualified would not have an Everest Material Adverse Effect.

  • Schedule 4.1 to the Everest Disclosure Letter sets forth the jurisdiction in which Everest is organized and contains a list of all jurisdictions in which Everest is authorized or qualified to do business.

  • Should any event require any change in the Everest Disclosure Letter if the Everest Disclosure Letter were dated the date of the occurrence or discovery of any such event, Everest will promptly deliver to ANI a supplement to the Everest Disclosure Letter specifying such change.

  • Except as set forth on Schedule 4.6 to Everest Disclosure Letter, the unaudited Everest Financial Statements present fairly in all material respects the financial position and the results of operations of Everest for the periods indicated thereon, except normal and recurring year-end adjustments.

Related to Everest 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.

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

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

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

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

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

  • 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.

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

  • 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.

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

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

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

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

  • 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.

  • 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.

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • 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.

  • 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;

  • 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.

  • 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.