Sellers Disclosure Letter definition

Sellers Disclosure Letter shall have the meaning set forth in Article III.

Sellers Disclosure Letter means the letter, dated the date of this Agreement and attached hereto, from the Sellers’ Representative to the Purchasers’ Representative disclosing (i) information constituting exceptions to the Sellers’ Warranties, and (ii) details of certain other matters referred to in this Agreement;

Sellers Disclosure Letter means the Sellers’ Disclosure Letter (including any attachments thereto) delivered by Sellers in connection with, and constituting a part of, this Agreement.

Examples of Sellers Disclosure Letter in a sentence

• No representation or warranty by or on behalf of Seller contained in this Agreement, as those representations have been modified by the terms of Seller's Disclosure Letter, if applicable, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material facts which are necessary in order to make the statements contained herein in light of the circumstances under which they were made, not misleading.

• Except as set forth on the Section 3.22 of the Sellers Disclosure Letter, the execution, delivery and performance of this Agreement by the Sellers does not, and the consummation of the transactions contemplated hereby, including the Reorganization, by the Sellers will not, constitute or result in a breach or violation of or a default under, or require consent under, any Contract with a Significant Customer or Significant Supplier.

• Except as set forth on Section 3.10(b) of the Sellers Disclosure Letter, each material License (i) is in the name of a Transferred Entity and is in full force and effect and (ii) is not subject to any pending or, to the Knowledge of Sellers, threatened Action for the purposes of revoking, limiting or amending such License.

• At the Closing Date, Sellers agree to take over and assume all the known and incurred claims of the Transferred Entities and the Business set forth on Section 5.9 of the Sellers Disclosure Letter, which have been incurred as of the Closing Date, and Sellers agrees to be responsible to pay such claims until they are finally settled.

• Except for Liabilities (a) which are reflected or reserved against in the Business Balance Sheet, (b) set forth in Section 3.5 of the Sellers Disclosure Letter or (c) incurred in the ordinary course of business since the Balance Sheet Date which are of a category reflected or reserved against and in amounts consistent with those reflected on the Business Balance Sheet the Business has no Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP.

More Definitions of Sellers Disclosure Letter

Sellers Disclosure Letter means the letter delivered by Sellers to Purchaser concurrently with the execution of this Agreement.

Sellers Disclosure Letter has the meaning set forth in Section 3(a) below.

Sellers Disclosure Letter has the meaning specified in the preamble to Article III.

Sellers Disclosure Letter means the letter, dated the same date as this Agreement from the Sellers’ Representative to the Purchasers’ Representative disclosing:

Sellers Disclosure Letter means the letter of today’s date from the Sellers to the Purchasers disclosing exceptions to the Sellers’ Warranties and delivered to the Purchasers on or before the execution of this Agreement.

Sellers Disclosure Letter has the meaning ascribed to such term in the first paragraph of Article III.

Sellers Disclosure Letter has the meaning specified in the Preamble to Article V.