Northgate Disclosure Letter definition

Northgate Disclosure Letter means the letter dated as of the date of the Agreement, delivered by Northgate to Primero pursuant to section 3.4 with respect to certain matters in this Agreement;
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Northgate Disclosure Letter means the disclosure letter with respect to certain matters in the Arrangement Agreement dated as of August 28, 2011, executed by Northgate and delivered to AuRico;
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Examples of Northgate Disclosure Letter in a sentence

  • Except as disclosed in the Northgate Disclosure Letter, Northgate and the Northgate Subsidiaries have obtained all Authorizations necessary for the ownership, operation, development, maintenance, or use of the material assets of Northgate or the Northgate Subsidiaries or otherwise in connection with the material business or operations of Northgate or the Northgate Subsidiaries and such Authorizations are in full force and effect.

  • Except pursuant to restrictions on transfer contained in the Articles or by-laws (or their equivalent) of the applicable Subsidiary of Northgate and except as disclosed in the Northgate Disclosure Letter, the outstanding shares of each of the Northgate Subsidiaries are owned free and clear of all Encumbrances, other than the Northgate Permitted Encumbrances, and Northgate is not liable to any creditor in respect thereof.

  • Other than the Northgate Property and the Northgate Mineral Rights set out in the Northgate Disclosure Letter, none of Northgate and the Northgate Subsidiaries, owns or has any interest in any material real property or any material mineral interests and rights.

  • Except as disclosed in the Northgate Disclosure Letter, there are no outstanding contractual obligations of Northgate or of any of the Northgate Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Northgate Shares or with respect to the voting or disposition of any outstanding Northgate Shares.

  • The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter.

  • Except as disclosed in the Northgate Disclosure Letter, no Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Northgate or the Northgate Subsidiaries of any of the material assets of Northgate or any of the Northgate Subsidiaries other than with Primero or as described or contemplated herein.

  • As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Northgate, except as disclosed in the Northgate Disclosure Letter, or any of the Northgate Subsidiaries having the right to vote with the Northgate Shareholders on any matter.

  • The Parties acknowledge and agree that Northgate has delivered to Primero the Northgate Disclosure Letter, which has been accepted by Primero and which sets forth all material modifications to the representations and warranties made by Northgate in section 3.2 hereof.

  • Except as disclosed in the Northgate Disclosure Letter, the only Subsidiaries of Northgate are the Northgate Subsidiaries and Northgate does not own a direct or indirect voting or equity interest in any Person that is not one of the Northgate Subsidiaries and has no agreement or other commitment to acquire such interest.

  • Except as disclosed in the Northgate Disclosure Letter, and other than non-operating Subsidiaries with no material assets or liabilities, the only Subsidiaries of Northgate are the Northgate Subsidiaries and Northgate does not own a direct or indirect voting or equity interest in any Person that is not one of the Northgate Subsidiaries and has no agreement or other commitment to acquire such interest.

Related to Northgate Disclosure Letter

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

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

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • 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 dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

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

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

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

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

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

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

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

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

  • 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 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.

  • 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.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.