Review Material means any and all written (including electronic communications), orally conveyed or recorded information, data, analyses, documents, and materials furnished or made available by a Party or its Representatives to the other Party or its Representatives in connection with a Solicitation, a Bilateral Offer or Negotiations, and any and all analyses, compilations, studies, documents, or other material prepared by the receiving Party or its Representatives to the extent containing or based upon such information, data, analyses, documents, and materials, but does not include information, data, analyses, documents, and materials that (i) are when furnished, or thereafter become, available to the public other than as a result of a disclosure by the receiving Party or its Representatives, or (ii) are already in the possession of or become available to the receiving Party or its Representatives on a non-confidential basis from a source other than the disclosing Party or its Representatives, provided that, to the best knowledge of the receiving Party or its Representatives, as the case may be, such source is not and was not bound by an obligation of confidentiality to the disclosing Party or its Representatives, or (iii) the receiving Party or its Representatives can demonstrate has been independently developed without a violation of this Agreement.
Review Material means any and all written (including electronic communications), orally conveyed or recorded information, data, analyses, documents, and materials furnished or made available by a Party or its Representatives to the other Party or its Representatives in connection with a Solicitation or Negotiations, and any and all analyses, compilations, studies, documents, or other material prepared by the receiving Party or its Representatives to the extent containing or based upon such information, data, analyses, documents, and materials, but does not include information, data, analyses, documents, and materials that (i) are when furnished, or thereafter become, available to the public other than as a result of a disclosure by the receiving Party or its Representatives, or (ii) are already in the possession of or become available to the receiving Party or its Representatives on a non-confidential basis from a source other than the disclosing Party or its Representatives, provided that, to the best knowledge of the receiving Party or its Representatives, as the case may be, such source is not and was not bound by an obligation of confidentiality to the disclosing Party or its Representatives, or (iii) the receiving Party or its Representatives can demonstrate has been independently developed without a violation of this Agreement.
Review Material has the meaning set forth in the Confidentiality Agreements.
Examples of Review Material in a sentence
In instances where Review Material is not accessible, clearly unidentifiable, and/or illegible, the Asset Representations Reviewer will request that the Servicer (with a copy to the Sponsor) provide an updated copy of such Review Material.
If the Servicer and the Sponsor have not provided the missing Review Material for a Subject Receivable to the Asset Representations Reviewer within 60 days of notification by the Asset Representations Reviewer, the parties agree that such Subject Receivable will have a Test Incomplete for the related Test(s) and the Review Report will indicate the reason for the Test Incomplete.
If a Subject Receivable was included in a prior Asset Representations Review, the Asset Representations Reviewer will not conduct additional Tests on any such duplicate Subject Receivable unless such Subject Receivable was deemed a Test Incomplete as a result of the failure of the Servicer to provide missing Review Material for such Subject Receivable and the Servicer elects to have such Subject Receivable included in the current Asset Representations Review.
In instances where a Review Material is not accessible, is clearly unidentifiable, and/or is illegible, the Asset Representations Reviewer will request that the Servicer provide an updated copy of such Review Material.
If the Servicer and the Sponsor have not provided the missing Review Material for a Subject Receivable to the Asset Representations Reviewer within sixty (60) days of notification by the Asset Representations Reviewer, the parties agree that such Subject Receivable will have a Test Incomplete for the related Test(s) and the Review Report will indicate the reason for the Test Incomplete.
More Definitions of Review Material
Review Material includes (a) all information that the Furnishing Party or any of its Representatives (as defined below), on behalf of the Furnishing Party, will furnish to the Receiving Party or its Representatives (in written, oral, visual, electronic or other form) on or after the date of this Agreement, including the terms of the Potential Transaction, and (b) all notes, analyses, compilations, studies, interpretations or other documents or materials prepared by the Receiving Party or its Representatives which contain, reflect or are based, in whole or in part, upon such information furnished to the Receiving Party or its Representatives by the Furnishing Party. For purposes hereof, “Representatives” shall mean a party’s affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and its and their directors, officers, members, partners, employees, agents, representatives, consultants, accountants, lenders, attorneys and advisors, together with any current or potential financing sources involved in connection with the Potential Transaction.
Review Material means any and all information, data, and analyses, whether written or oral, and any and all documents and materials, furnished by the Company or its Representatives to Counterparty or its Representatives relating to a Possible Transaction or furnished in connection with the consideration of a Possible Transaction, and any and all analyses, compilations, studies, documents, or other material prepared by Counterparty or its Representatives containing or based in whole or in part upon such information, data, and analyses, documents, and materials (“Counterparty Materials”), but does not include information, data, analyses, documents, or materials that (i) is when furnished or thereafter becomes available to the public other than as a result of a disclosure by Counterparty or its Representatives, or (ii) is already in the possession of or becomes available to Counterparty or its Representatives on a non-confidential basis from a source other than the Company, any of its Affiliates, or any of its or its Affiliates’ Representatives, provided that, to the knowledge of Counterparty, such source is in lawful possession of such information, data, analyses, documents or materials and is not and was not bound by an obligation of confidentiality to the Company, any of its Affiliates, or any of its or its Affiliates’ Representatives, or (iii) Counterparty can demonstrate has been independently developed by it or its Representatives without a violation of this Agreement.
Review Material shall have the meaning assigned to such term in Section 4.2(a)(ii).
Review Material includes all information furnished to the receiving party or its Representatives by the disclosing party or its Representatives, whether written or oral, and all analyses, compilations, studies or other material prepared by the receiving party or its Representatives containing or based in whole or in part upon such information furnished to receiving party or its Representatives by the disclosing party or its Representatives, but does not include information which (i) is or becomes generally available to the public other than as a result of an act or failure to act on the part of the receiving party or its Representatives as required or, in the case of disclosures, permitted under this Agreement; (ii) was available to the receiving party on a non-confidential basis prior to its disclosure to the receiving party or its Representatives by the disclosing party or its Representatives; (iii) becomes available to the receiving party. on a non-confidential basis from a source other than the disclosing party or its Representatives, provided that such source is not bound by a confidentiality agreement with the disclosing party known to the receiving party or its Representatives; or (iv) is independently developed by the receiving party.
Review Material means any and all information, data, and analyses, whether written or oral, and any and all documents and materials, furnished or made available by the Company or its Representatives to Counterparty or its Representatives relating to a Possible Transaction or in connection with the consideration of a Possible Transaction or otherwise relating to the Company or its business, operations, prospects, assets or liabilities, and any and all analyses, compilations, studies, documents, or other material prepared by Counterparty or its Representatives containing or based in whole or in part upon such information, data, and analyses, documents, and materials (“Counterparty Materials”), but does not include information, data, analyses, documents, or materials that (i) is when furnished or thereafter becomes available to the public other than as a result of a disclosure by Counterparty or its Representatives, or (ii) is already in the possession of or becomes available to Counterparty or its Representatives on a non-confidential basis from a source other than the Company, any of its Affiliates, or any of its or its Affiliates’ Representatives, provided that, to the knowledge of Counterparty, such source is in lawful possession of such information, data, analyses, documents or materials and is not and was not bound by an obligation of confidentiality to the Company, any of its Affiliates, or any of its or its Affiliates’ Representatives, or (iii) Counterparty can demonstrate has been independently developed by it or its Representatives without a violation of this Agreement.
Review Material shall include (i) any information relating to the Assets that is disclosed by Seller or any of Seller's agents, including, without limitation, Seller's attorneys and accountants, to Buyer or any of Buyer's Representatives, (ii) all comments, analyses, compilations, studies or other materials prepared by Buyer or Buyer's Representatives that are based, in whole or in part, on such information disclosed by Seller or any of Seller's agents, and (iii) all reports, test results, evaluations, assessments, surveys and inspection materials relating to the Assets that are prepared by or for
Review Material. Section 6.01 "Sales Price" -- Section 2.03(e) "Scheme of Arrangement" -- Preamble "Scheme Consents" -- Section 9.13(k) "Scheme Date" -- Section 2.01(c) "Scheme Document" -- Section 9.13(l) "ScottishPower" -- Preamble "ScottishPower ADRs" -- Preamble "ScottishPower ADSs" -- Preamble "ScottishPower Budget" -- Section 5.02(e) "ScottishPower Disclosure Documents" -- Section 3.09(b) "ScottishPower Disclosure Letter" -- Section 4.01(a) "ScottishPower Employee Benefit Plans" -- Section 4.13 "ScottishPower Financial Statements" -- Section 4.05 "ScottishPower Joint Venture" -- Section 3.01(b)(iii) "ScottishPower Ordinary Shares" -- Preamble "ScottishPower Permits" -- Section 4.10 "ScottishPower SEC Reports" -- Section