ST ACA Disclosure Letter definition

ST ACA Disclosure Letter means the disclosure letter, as agreed to between the Parties as of the date of the Master Agreement (with such amendments as may be subsequently made pursuant to the terms of such agreement), containing the Schedules required by the provisions of such agreement.
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Examples of ST ACA Disclosure Letter in a sentence

  • With respect to ST Business Employees located outside the United States, each of Newco and ST agrees to comply with all covenants, agreements and obligations set forth in Schedule 5.11(b) of the ST ACA Disclosure Letter.

  • As of the Signing Date (except that with respect to any representation and warranty that specifies another date, such representation and warranty shall be made as of such specified date), subject to the exceptions set forth in the ST ACA Disclosure Letter, ST hereby represents and warrants that each of the representations and warranties set forth in Sections 3.1-3.24 of the ST Asset Contribution Agreement attached to Schedule 2.2 of the ST Master Agreement Disclosure Letter are true and correct.

  • ST shall prepare Schedule 5.8(e) of the ST ACA Disclosure Letter subject to Newco’s approval, which approval shall not be unreasonably withheld.

  • As of the end of ST’s first fiscal quarter of 2007, the estimated unaudited ST Inventory Value is as set forth on Schedule 3.20 to the ST ACA Disclosure Letter.

  • Such consideration shall be allocated among ST and the other ST Transferors as described in Schedule 2.6 of the ST ACA Disclosure Letter (as such allocation shall be determined pursuant to Section 4.13 of the Master Agreement and attached hereto at the Closing), and shall be treated as having been paid by Newco on behalf of certain of its Subsidiaries also as provided in Schedule 2.6 of the ST ACA Disclosure Letter, which Schedule 2.6 shall be prepared in a manner consistent with the Third Party Appraisal.

  • Subject to the exceptions that are disclosed in the ST ACA Disclosure Letter, ST hereby makes the following representations and warranties to Newco.

  • A copy of ST’s product warranties currently in effect with respect to the ST Products as set forth in the order acknowledgement forms for the ST Products (the “ST Standard Form Product Warranties”) is set forth on Schedule 3.16 of the ST ACA Disclosure Letter.

  • The Customer Data of ST has been collected by ST over the Internet under the conditions set forth in the ST Privacy Policy attached to Schedule 5.12 of the ST ACA Disclosure Letter (the “ST Privacy Policy”) and is transferred to Newco subject to the obligations set forth in the ST Privacy Policy.

  • Schedule 3.12(c) of the ST ACA Disclosure Letter (i) sets forth the ST Business Employees as of the date hereof and identifies the country (and state, for those in the United States) in which each such ST Business Employee is based and primarily performs his or her duties and (ii) identifies certain Newco Allocated Positions which shall be offered to certain employees of ST in accordance with Section 4.11(b) of the Master Agreement.

  • As of the Signing Date (except that with respect to any representation and warranty that specifies another date, such representation and warranty shall be made as of such specified date), subject to the exceptions set forth in the ST ACA Disclosure Letter, ST hereby represents and warrants that each of the representations and warranties set forth in Sections 3.1-3.24 of the ST Asset Contribution Agreement attached to Schedule2.2 of the ST Master Agreement Disclosure Letter are true and correct.

Related to ST ACA Disclosure Letter

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

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

  • 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 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.

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

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

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

  • 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.

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

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection 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.

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

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

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

  • 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.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

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

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • 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;