Second Disclosure Letter definition

Second Disclosure Letter the disclosure letter, dated as of September 30, 2016, delivered by the Borrower to the Administrative Agent for the benefit of the Lenders.

Second Disclosure Letter means the letter in the agreed form from the Warrantors to the Investor executed and delivered immediately before Second Completion;]

Second Disclosure Letter means the letter or letters (if any) given by the Sellers to the Buyer prior to Completion in relation to the Warranties repeated immediately prior to Completion;

Examples of Second Disclosure Letter in a sentence

• To the extent a matter is disclosed against a particular Warranty in the First Disclosure Letter or the Second Disclosure Letter such matter shall be deemed to be disclosed against all other Warranties to the extent it is reasonably apparent on its face that it relates to such other Warranties.

• Should the exceptions contained in the Second Disclosure Letter result in the Conditions set forth in Clause 3.1(a) being unable to be satisfied and, subject to the Buyer having not intentionally or wilfully breached this Agreement as provided in the first proviso in Clause 3.2, the Buyer shall be entitled to not complete this Agreement (as provided in Clause 3.2(a)), in which case the provisions of Clause 3.2 and/or 3.8 shall apply mutatis mutandis.

• The Second Disclosure Letter shall be delivered to the Buyer no later than 3 Business Days before Completion.

• Details of the chief executive office and principal place of business of each Pledgor, locations of all books and records concerning the Pledged Collateral and the federal taxpayer identification numbers of each Pledgor, are set forth in the Second Disclosure Letter.

• Neither Purchaser’s receipt of notice of such matter nor the delivery of the Second Disclosure Letter shall (i) modify Purchaser’s rights pursuant to Article VI hereof or be deemed Disclosed for purposes of Section 6.02(a) or (ii) except as set forth in Section 8.03(b), modify Purchaser’s or Seller’s rights or obligations pursuant to this Article VIII or be deemed Disclosed for purposes of this Article VIII.

More Definitions of Second Disclosure Letter

Second Disclosure Letter means the letter from the Seller to the Buyer to be delivered prior to Closing in accordance with Clause 7.6;

Second Disclosure Letter means the supplemental disclosure letter from the Sellers to the Purchaser disclosing certain matters relating to the Warranties dated on or around Completion including the contents of the Schedules thereto;

Second Disclosure Letter means any letter (including any schedules, appendices or exhibits thereto) from the Sellers to the Buyer delivered pursuant to Section 4.03.

Second Disclosure Letter means the disclosure letter and all attachments thereto written by the Seller to the Purchaser for the purposes of paragraph 10 of Schedule 5 (Limitations on Liability) and delivered to the Purchaser;

Second Disclosure Letter the supplemental disclosure letter which the Vendors may issue (at their discretion) dated on the Completion Date from the Vendors to the Purchasers (together with any documents attached to it) including qualifications to the Warranties, the receipt of which will be acknowledged by the Purchasers at Completion;

Second Disclosure Letter means the letter (if any) from the Company to the Buyer dated no later than five (5) Business Days prior to the Completion Date containing disclosures against the Business Warranties in respect of New Matters; Securities Act the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; Senior Employee any employee of the Group whose total remuneration in the 12 months preceding the date of this Agreement exceeded $75,000 or the local currency equivalent; Shareholders the holders of Ordinary Shares and Preferred Shares, representing all the share capital of the Company; Shareholders’ Representative Rxxxx Xxxxxxxx or such replacement Shareholders’ Representative as may be appointed in accordance with the provisions of clause 27; Software all computer programs, firmware, software and computer code (whether in source code, object code or any other form) and software and computer algorithms; Subsidiary PlaySight Interactive USA Inc. details of which are set out in Schedule 1; Surviving Company the surviving company after the Merger, being the Company; Target ARR an ARR of US$8,000,000.00; Target Earn Out Value US$18,000,000.00; Taxation or Tax as defined in the Tax Covenant; Tax Authority as defined in the Tax Covenant; Tax Claim any claim by the Buyer pursuant to the Tax Covenant or for breach of the Tax Warranties; Tax Covenant the tax covenant contained in Schedule 7; Tax Ruling as defined in clause 5.7; Tax Warranties the warranties contained in paragraph 24 of Schedule 5; Transaction Documents this Agreement, the Disclosure Letters, the Voting Agreement, all documents in agreed form and any other documents to be entered into pursuant to this Agreement and/or any such documents; United States the United States of America, its territories and possessions;

Second Disclosure Letter means the letter to be delivered to the Purchaser at least five (5) Business Day prior to Completion relating to the Repeated Warranties, together with any documents annexed to it;