Specifically Disclosed definition

Specifically Disclosed means disclosed in the Transaction Reports, this Agreement and/or the Annexes hereof (including, the Financial Statements) in a way that the relevant facts or circumstances and their potential impact and/or effect could be expected to be readily identified.
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Specifically Disclosed means to the extent fairly disclosed in or by the specific disclosures in the Disclosure Letter (which may for the avoidance of doubt include cross references to specific information in the relevant Disclosure Documents or to other specific disclosures in the Disclosure Letter) (each such disclosure of which shall reference the particular Key Warranty to which it relates, provided that any specific disclosure in the Disclosure Letter against another paragraph of Part B or Part C of Schedule 7 shall be deemed to apply to the Key Warranties in paragraph 5 of Part B of Schedule 7, if and to the extent that the relevance of such disclosure to such Key Warranties is reasonably apparent), with sufficient details to identify the nature and scope of the matter so disclosed;
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Specifically Disclosed has the meaning given to same in Section 7.1.
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Examples of Specifically Disclosed in a sentence

  • Other Than As Specifically Disclosed Herein, Seller Has Not Made, Does Not Make, And Expressly Disclaims, Any Warranties, Representations, Covenants Or Guarantees, Expressed Or Implied, Or Arising By Operation Of Law, As To The Merchantability, Habitability, Quantity, Quality Or Environmental Condition Of The Property Or Its Suitability Or Fitness For Any Particular Purpose Or Use.

  • Other Than as Specifically Disclosed Herein, Seller Has Not Made, Does Not Make, And Expressly Disclaims, Any Warranties, Representations, Covenants Or Guarantees, Expressed Or Implied, Or Arising By Operation Of Law, As To The Merchantability, Habitability, Quantity, Quality Or Environmental Condition Of The Property Or Its Suitability Or Fitness For Any Particular Purpose Or Use.

  • Each of the Representations and Warranties is made to the Purchasers subject to the exceptions Specifically Disclosed in the Disclosure Schedules, it being provided that disclosures labeled “For informational purposes” are not intended to disclose any specific risk or exception but are purely informational and do not qualify the extent of any Representation or Warranty.


More Definitions of Specifically Disclosed

Specifically Disclosed means specific, adequate and fair written disclosure sufficient to provide notice of the relevant matter or event to a reasonable purchaser, including sufficient detail regarding such matter or event to enable a reasonable purchaser to make an informed assessment of the nature and scope of the matter or event disclosed and assess the impact of such matter or event on the Business.
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Specifically Disclosed or "specific disclosures" shall only mean those disclosures made in the Disclosure Schedules which are indicated with an asterisk.
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Related to Specifically Disclosed

  • Disclosed means fairly disclosed to the Buyer in the Disclosure Letter with sufficient explanation and detail to enable a reasonable assessment of the nature and scope of the matter disclosed;

  • Fairly Disclosed has the meaning given to it in clause 7.5;

  • Previously Disclosed means information set forth or incorporated in the Company’s Annual Report on Form 10-K for the most recently completed fiscal year of the Company filed with the Securities and Exchange Commission (the “SEC”) prior to the Signing Date (the “Last Fiscal Year”) or in its other reports and forms filed with or furnished to the SEC under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or after the last day of the Last Fiscal Year and prior to the Signing Date.

  • Disclosed Information means the information disclosed by a Party for the purpose of settlement, negotiation, Mediation or Arbitration;

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

  • 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 Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Company Disclosure Documents is defined in Section 3.4(g) of the 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 shall have the meaning given to such term under the HIPAA regulations in 45 CFR § 160.103.

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

  • 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.

  • Information Disclosure Requirements means the requirements to disclose information under:

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

  • Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

  • Disclosures means the disclosures set out in ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • Business Confidential Information has the meaning set forth in Section 5.04(a).

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

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

  • Data Room Information means the information and documents listed in the index of documents contained in the Data Site attached to the Company Disclosure Letter;

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

  • Public Reports includes all reports filed by Company under the Act or the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two full fiscal years preceding the Effective Date and thereafter.

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

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