Purchaser Disclosure Memorandum definition

Purchaser Disclosure Memorandum means the written information entitled "Purchaser Disclosure Memorandum" delivered to Seller prior to the date of this Agreement describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall be deemed to be disclosed for purposes of all other Sections, provided that the relevance to the Section from which any such matter is omitted is apparent from the disclosure with respect to the Section in which such matter is included.
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Purchaser Disclosure Memorandum means the written information entitled “Purchaser Disclosure Memorandum” delivered prior to the date of this Agreement to Target and any updates thereto describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall be deemed to be disclosed for purposes of any other Section referenced with respect thereto, provided that sufficient details are set forth in such disclosure such that a reasonable person would understand that such disclosure was related to such other representation or warranty.
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Purchaser Disclosure Memorandum means the written information entitled "Purchaser Disclosure Memorandum" delivered to Seller prior to the date of this Agreement and referencing specific Sections of this Agreement. Any matter disclosed by Fortis or Purchaser with respect to one Section shall be deemed disclosed with respect to all other Sections, provided that the relevance to the Section from which any such matter is omitted is apparent from the disclosure with respect to the Section for which such matter is included.
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Examples of Purchaser Disclosure Memorandum in a sentence

  • This Agreement, together with the Seller Disclosure Memorandum, Purchaser Disclosure Memorandum and the Exhibit referenced herein, constitute the entire agreement of the parties with respect to matters set forth in this Agreement and supersede any prior understanding or agreement, oral or written, with respect to such matters.

  • Except as set forth in Section 4.03 of the Purchaser Disclosure Memorandum, there are no claims, suits, actions, proceedings, arbitrations or investigations pending or, to the Knowledge of Purchaser, threatened, against or otherwise relating to or involving Purchaser or any of its properties, the outcome of which would reasonably be expected to have a Material Adverse Effect or to affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.

  • This Agreement (including the schedules and exhibits hereto and the Disclosure Memorandum and Purchaser Disclosure Memorandum) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof.

  • Except as set forth in Section 4.08 of the Purchaser Disclosure Memorandum, except as required under the Xxxx-Xxxxx Act, and except for the approval of the Georgia Insurance Department, the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby do not require any consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority.

  • This Agreement, together with the Schedules hereto and the Purchaser Disclosure Memorandum contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the Schedules hereto.

  • Except as set forth in Section 4.08 of the Purchaser Disclosure Memorandum, except as required under the Hart-Xxxxx Xxx, and except for the approval of the Georgia Insurance Department, the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby do not require any consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority.

  • Except as set forth in Section 6.4 of the Purchaser Disclosure Memorandum, Purchaser or one of its wholly owned Subsidiaries owns all of the issued and outstanding shares of capital stock (or other equity interests) of each Purchaser Subsidiary.

  • Target shall have received from each Person listed in Section 8.8 of the Purchaser Disclosure Memorandum the affiliate agreement referred to in Section 8.8(b).

  • Except as disclosed in Section 4.07 of the Purchaser Disclosure Memorandum or as specifically disclosed in the Purchaser SEC Filings, since June 30, 1995 (i)there has been no occurrence having, or which would reasonably be expected to result in, a Material Adverse Effect upon Purchaser.

  • All Consents listed in SECTION 4.4 of the Purchaser Disclosure Memorandum shall have been obtained.

Related to Purchaser Disclosure Memorandum

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

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

  • 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.

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

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

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

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

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of 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 dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

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

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

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

  • 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 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.

  • 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.

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

  • 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;

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

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

  • Disclosure Documents is defined in Section 5.3.